A Blade In The Darkness
by SeredhielLunatari
Summary: Twilight Sparkle has come to Canterlot to seek guidance from the Archives after having nightmares and doubts. Little does she know that Equestria will soon fall under a darkness worse than anything since its Elder Days. Its only savior may be a human with mysterious powers, called to Equestria by an ancient magic. M for romance/violence/horror. TwilightxCelestia, later OCxRarity
1. Chapter One: Doubts

**Welcome to my very first MLP fanfiction! This is an idea I've had rattling around my head for a while. It starts out relatively slow and my OC isn't revealed until a little later in the plot, but trust me, this is going to be pretty deep and intense. Rated M for safety (some TwilightxCelestia and much later OCxRarity, but no clop/slash, and violence/blood/terror later on). Also, this operates from my own headcanon and the events post-Season 2, not taking Season 3 into account.  
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**Disclaimer: I don't own MLP or any of the characters/locations/names etc. I'm just writing this for fun.**

**4/28/13 Update: I've recently re-worked and fixed some glaring mistakes in the first four chapters and chapter five is now up, with 6 and 7 in the works. **

CHAPTER ONE: Doubts

_1402 A.C. (Anno Celestia) _

"So tell me again, Twilight, why are we back in Canterlot so soon?" asked a small purple-and-green dragon named Spike. "Weren't we just here for the wedding two months ago? I had too much fun from the LAST party. Not to mention the after party in Ponyville that Pinkie Pie threw for everypony. And then the party after that one." His voice dropped to a mutter. "God, the confetti… took me all night to get the glitter out of my ears, too. And my scales were covered in chocolate frosting."

The lavender unicorn tossed back her mane and looked at her assistant. "Yes, Spike, but I've had something on my mind since then and I think the answer might be here in the Archives. I couldn't let it go any longer because my schedule is completely filled after tomorrow. There's the appointment I have with Rarity tomorrow at the spa, and then our annual fall camping trip is coming up too."

"What's so important that it couldn't wait until…"- Spike stifled a large yawn- "…later in the day?"

Spike, of course, resented being parted from his basket for the pre-dawn trip to Canterlot. Somewhere on the upper floor of the three-story library he shared with Twilight Sparkle was a blue blanket calling his name. He was no fan of Twilight's disorienting teleportation spells either.

Over the past few months, the pony had improved her mastery of the spell and loved to practice it around the house, constantly popping in and out of the air with purple bursts of magic and startling the fire right out of Spike. Twilight had nowhere near the range and finesse of a powerful alicorn such as Princess Celestia, but had learned to travel between Ponyville and Canterlot with a series of short-range jumps. She could also bring Spike along with her, provided he was on her back or at least holding onto her hoof, and deliver both herself and her assistant with reasonable accuracy. _Although there was that one time when she missed and ended up teleporting us right into Celestia's washroom, _Spike thought ruefully. _That was awkward. _The spell moved matter instantaneously across distances and the sensation was like a sudden, concussive seasickness no matter what the distance traveled. He had no clue how Twilight endured it.

"Spike, the morning is the most special time of day! My mind is always at its sharpest after a good night's sleep. I'm also alert late at night too, which makes no sense when you think about it. So if I'm alert at any time of the day, then how do I explain how I get tired all the time? Besides that, we got to watch Princess Celestia raise the sun! Not just anypony gets front-row seats."

"Which we used to have, every day when we lived here in Canterlot," Spike remarked.

Twilight rolled her eyes. She nodded her head in greeting to two of the guards flanking the Starswirl the Bearded wing of the Archives, indicating that she wanted access. The armored unicorn guards bowed to her and unlocked the gate with a sweep of their horns.

To Twilight, these massive wooden doors were like the very walls of Canterlot. They represented the dividing line between knowledge and the lack of it. To pass through them was to enter another country, a country with borders of towering marble and rivers of parchment. She took a deep breath and inhaled the lively aroma of history.

She gazed at the main shelves that were taller than eight ponies standing atop one another, their top shelves only reachable via ladders. The amount of precious scrolls and tomes in these shelves always took Twilight's breath away. Knowledge existed from hundreds of years ago, even from before Princess Luna's banishment to the moon and some that preceded Princess Celestia herself. When she was a filly and under the Princess's personal guidance, she had once heard that there were magical documents stored here that even Celestia would not study or touch.

* * *

_Eleven years ago…_

After officially making Twilight Sparkle her protégé, the graceful alicorn began by giving her a tour of the palace and the Archives. The Princess's golden shoes made tinkling sounds on the stone floor. She laughed musically at Twilight's open-mouthed face when the filly saw all the books. "Impressive, is it not? The work of centuries and more magical knowledge than even I know."

Twilight exuded pure excitement. Her eyes were as big as ripe apples, mouth open in wonder as she tried to take in all the sights at once. "There is much you do not know about magic, little one. A lot of ponies forget that there were times in Equestria's history when magic was used to harm as well as heal; when ponies cast spells with the intent to take the lives of other ponies. We live in peaceful times now but some of the knowledge of that time survives in this library. A reminder of the mistakes we made, if you will."

Little Twilight could not make sense of this cryptic talk. Ponies killing other ponies? Death was only a vague and terrifying concept to her, heard in stories and never experienced, and the word itself sounded sinister. She shuddered and drew close to the Princess's knee.

Princess Celestia realized that she had scared Twilight by mentioning such things; she stroked Twilight's mane with her golden hoof and said, "You have nothing to fear from learning magic, dear Twilight. But there are things that you should stay away from until you are old enough to understand them and not fear them. Magic is a gift to unicorns and we have to use it responsibly and teach it to the next generation. Someday you will become a great and wise magician as well."

She looked up at Celestia with wide eyes. The moment of fear had passed and she knew that her teacher would keep her safe. Celestia set her hoof on Twilight's shoulder and led her through the ancient shelves.

* * *

"Ummm… Twilight? Equestria to Twilight." Spike waved his claw in front of Twilight's face. "Don't tell me you're having those trances again."

"Sorry, Spike. Just a flashback."

That was, as she recalled, the first time she had heard Princess Celestia's soft and mischievous laugh. She learned a lot about her Princess during the years she lived in Canterlot, including a more playful persona she usually kept hidden from royalty and those who were not close to her personally. This persona tended to burst out of her at unexpected times, in often strange ways, and Twilight loved her more for it. One could not ask for a better teacher. Her heart fluttered with excitement on possibly seeing the Princess again and a slight flush graced her cheeks, something that was not unnoticed by Spike. The dragon sighed and chalked it up to one of her 'moments'.

A minute later, Twilight could not figure out why she had blushed when she thought of the Princess. _Maybe there's just too much on my mind these days. _

The pair slowly walked through the rows of texts. This was the Starswirl the Bearded wing, named after the famed unicorn who lived before Equestria's founding, and the texts here all related to magic in some way. The rows to her right held magical history and the genealogies of long-forgotten unicorns; to her left were spellbooks of all stripes. The stone pillars of this place were breathtaking.

"Are you ever going to tell me what you're looking for, so I can help you?" said Spike.

Twilight stalked among the aisles, nosing the spines of book after book. She loved the smell of books. That dry, dusty, inviting aroma that tickled her nose and often made her sneeze, if the book had not been dusted recently- it made her feel complete inside. Not wanting to look silly in front of her assistant, Twilight sheepishly backed away from the books and muttered their titles under her breath. "50 Incantations for the Inept… Magical Maladies… The Beginner's Guide to Herbalism…Essential Creation Spells…"

Finally she turned to Spike, remembering that he was staring pointedly at her. "Okay Spike, if you want to help, you can look for anything related to combat."

"Whatever, Twilight. You're the boss." Her dragon assistant waddled halfway down an aisle before stopping and whirling in midair. "Wait, did you say- combat? Like, _combat _combat? Like, the combat where you're combatting things?"

"Yes, Spike, that's right." Twilight's horn issued magenta sparks as her magic lifted books from the shelves and flicked through their pages. Spike opened his mouth to argue but thought better of it, knowing Twilight's odd research phases better than most. He shrugged and resumed his search. Outside, Celestia's sun cast dancing rays of light onto the library floor.

It was a beautiful day and Spike wished he were somewhere else than this dusty old archive. _I wonder what my beautiful lady Rarity is doing today, _he thought, as cartoonish hearts appeared in his eyes. Two hours and hundreds of scrolls later, the search was still inconclusive.

"I just don't understand it," said Twilight wearily. "It's almost like something is missing. See, Spike, right here? Every work on Creation magic is catalogued in this section, and to its right is Alteration. Alteration magic, which is when a unicorn fundamentally modifies the properties of a physical substance into a different one that can take any shape but must retain the mass of the original, is opposed by Illusion which instead of transmuting physical substances, focuses on manipulating living and organic matter. My teleportation spell would come under this classification." She rambled on at breakneck speed, forgetting about her open-mouthed and glazed-eyed assistant. "So if Creation magic, which is the study of drawing matter out of void into existence, then where is its opposing force? It certainly can't be the magical history section or the beginners' spell section behind me."

Spike finally had enough. "TWILIGHT!" he nearly shouted, interrupting her monologue. "What are you even saying?"

"Oh- I'm sorry, Spike. Just thinking out loud."

"The only thing I'm missing right now is that delicious sapphire I found the other day." Spike licked his lips. "And not to mention we missed most of this gorgeous day!"

Twilight finally agreed to take a lunch break from all the exhaustive research. One of her favorite restaurants in downtown Canterlot, The Herb Garden, featured a clover and tulip sandwich with baby alfalfa that Twilight loved. Gems for her dragon assistant were also available as a special order. Because the store's owner, a golden-maned Earth pony aptly named Rosemary, remembered her from earlier years, Twilight and Spike received a prime table on the patio from which they could watch the comings and goings on the busy street.

Spike lounged in his chair and munched happily on a ruby but Twilight ate her lunch in relative silence. Today was a perfect day: picturesque white fluffy clouds, a cool breeze courtesy of the pegasi at Cloudsdale, and the smell of mountain air and sunshine. She realized then just how much she missed Canterlot. She would not trade her new Ponyville home for anything, or the ponies whom she loved so dearly, but the eighteen years she had spent in Canterlot made her a city pony at heart and she would always feel at ease here. There was safety and serenity behind its guarded walls. The clean cobblestone streets and the vibrant towers called to her. A crisp alpine breeze teased her mane.

_And the Princess lives here, _said a small thought in her mind. She pushed it away and focused on the day's problem, a problem that even the Archives had failed to solve. The Archives had never let her down before and she didn't understand it. Were there no books at all on fighting, other than that pitiful excuse for a defense spellbook? Surely there had to be.

Spike understood even less. "Let me get this straight, Twilight. You've been thinking about combat for the last week? Nothing else, just combat." Spike liked the word 'combat.' It sounded important and daring, like something Princess Celestia's highest-ranking guards or the Wonderbolts might do.

"Well- yes. I mean no, not all the time. But you remember Princess Cadance's wedding, when the changeling queen impersonated her? Look at how close to a disaster that was."

"And so you wanted to do more combatting but you didn't know how?" Spike said thickly around a mouthful of gemstones. "It looked like you did lots of it! You, and Applejack and Rainbow Dash and Pinkie Pie and Rarity, doing lots of combat to those changelings. And then Celestia got combatted by that changeling queen, but you combatted her better."

"Spike, that's not what that word means! It means- well, combat. Fighting. Battle. Defending oneself from danger. At least I think so. Personally, I've never read anything on the subject because the subject itself seems to be in dire need of research. There is no research!" she huffed.

The dragon's green eyes widened. "Oh. So you were- combatting with them. Does that make more sense?"

"Yes, but that's not what I'm trying to say. I'm trying to tell you that I want to know about it, and there's no book in the Archives about it! It's almost like- no, that can't be right-" She let her sandwich, which she had been levitating to her mouth with magic, drop to the plate. "I wonder if they were removed at some point in time."

"But then who could remove books from the- BLAAUGH!" Spike burped a green fireball in mid-sentence and a scroll flew out with Celestia's royal seal. He covered his mouth quickly; Twilight hastened to read it.

_To my dearest student Twilight Sparkle: _

_One of my guards brought it to my attention that you are here in Canterlot today. I did not know you and Spike were planning a visit, or I would have made a few preparations for your arrival, but I cannot help feeling thankful for this coincidence. There have been several things on my mind lately that I have only been able to share with my sister and considering the events of Princess Cadance's wedding and certain other happenings of late, I think it time for you to be filled in on one or two matters. If you have no other plans for this evening, meet me at sunset in my personal chambers. The guards have been instructed to allow you passage. There is much I wish to tell you. _

_As you know, your old quarters in the Palace have been given to another pony since you moved to Ponyville, but there is a spare chamber here in my rooms that is suitable for your use tonight. _

_I await your response._

_Your teacher and friend,_

_Her Majesty Princess Celestia I_

"What did she say?" asked Spike.

Twilight read through Celestia's letter again, and that feeling of warmth and hope in her chest from earlier in the day returned. If anyone knew about combat, it would be the Princess, and perhaps she could shed light on some other matters that had gnawed at Twilight's mind of late.

She cribbed a hasty reply confirming Celestia's wish and sent it on its dragon fire-assisted way. Spike, of course, was upset that he could not be a part of the "princess meeting" as he called it. "Sorry, Spike, but it sounds like Princess Celestia has something really important to say to me. You'll have to wait in the foyer until we're done."

"Well, as long as there's some good gems to eat," grumbled Spike. Twilight giggled.

* * *

_Six hours later… _

Twilight Sparkle made her way through the Grand Ballroom and into the Royal Towers of Canterlot. This beautiful structure was home to the quarters of the Princesses Celestia and Luna as well as the tallest building in Canterlot proper. _I missed this place, _Twilight thought to herself. The only sounds were made by her hooves on the inlaid marble and the metallic _clank _of the double doors that the two snow-white guards opened for her.

Twilight knew the way to Celestia's private chambers by heart, which were in the East Tower above the royal meeting hall, although she had only been inside them twice; once as a small filly shortly after Celestia accepted her as a student, and once as a mare of sixteen when one of her spells backfired spectacularly and nearly burned off her own fur. Celestia had allowed her to recover in one of the royal bedrooms. A sobering experience, to be sure.

The doorway to her inner sanctum was flanked by two massive unicorn guards in golden armor, eyes facing forward and fearsome spears held in their hooves. They stood easily two heads taller than Twilight. "The Princess is expecting you," the nearer one said in a growling baritone. "You may enter."

Her heart was suddenly beating faster than a Sonic Rainboom. Anypony would probably be shaking in their hooves upon meeting their Princess, at least ponies who didn't know Celestia on a personal level. They only knew her power and majesty and knew nothing of the warmth beneath. Even in her most unguarded and casual moments, Celestia was a hammer wrapped in soft velvet: a pony no evildoer ever wanted to cross and a pony who would use all of her power to defend the kingdom she loved.

Twilight felt more anticipation than nervousness. She barely noticed the grandeur of her surroundings- the silk curtains, the lavish white-and-gold furniture, the fireplace many heads taller than Twilight with an inviting blaze crackling- because her eyes were for only one alicorn, the one who stood on her private balcony and watched as her sunlight twinkled at the horizon's edge.

She was a beautiful sight.

_Wait, did I just call Celestia beautiful in my mind? _Twilight mentally shook herself. _That came out of nowhere. But she really is beautiful. _The Princess stood motionless on her balcony, her magical mane gently flowing of its own accord as she magicked a manebrush through it, and her snow-white coat and golden crown was the very picture of regal grace. Twilight's hooves made almost no sound on the carpeted floor; despite this, Celestia noticed her presence and turned to face her student.

"Twilight, my dearest student. It is good to see you again."

"Your Majesty," stammered Twilight, momentarily stymied. The two embraced and Celestia gave the smaller unicorn the briefest of kisses upon her forehead.

"There is no need for formalities tonight. Forgive my appearance; you caught me as I was freshening up for the night." Four golden shoes sat by the fireplace and Celestia placed the crown on a table beside it. She shook her mane in relief.

"Much better. Come, sit with me. The air is crisp and quite refreshing."

Celestia's balcony was easily twice the size of Twilight's entire top floor in Ponyville. The white stones were set in the pattern of a rising sun and the sun's dagger-like rays, crafted of the finest marble, pointed eastward toward Fillydelphia and the seas beyond. Twinkling far in the distance was Neighagra Falls, almost invisible to unaided eyes, and the Crystal Mountains beyond were only a darker gray smudge on the gray horizon. The patio was unadorned save a golden telescope and a divan from which the goddess could watch her own sun set and see her sister's moon take its place. The sun's rays retreated over the skyline; from her tower on the opposite side of the castle, Princess Luna was now weaving her nighttime magic. Celestia ushered Twilight to the couch and joined her.

"It's good to see you again too, Princess. I'm sorry for not sending you a letter but it was more of a last-minute thing, and-" A porcelain tray floated in front of her, held aloft by the golden glow of Celestia's magic, and Twilight gratefully accepted the beverage offered.

"I was beginning to wonder if you had learned all there was to know about friendship," said Celestia dryly. "It has been two weeks since your last letter."

Twilight gulped, remembering the last time she had failed to deliver a letter to her Princess, but Celestia's wink and light laugh revealed the jest. To cover her embarrassment, she took a sip of the maroon liquid in her hooves. She had never tasted anything of its kind before. What she thought was a simple cup of fruit juice exploded against her tongue, burning and tingling as it slid down her throat. The poor unicorn coughed and spluttered and blushed fiercely.

There was a mischievous twinkle in the Princess's eyes. She stifled her giggles and said, "This is a rich Marelot wine from the orchards of Fillydelphia. I often have a glass or two after my day is done. And that is quite all right, Twilight. You are welcome in Canterlot any time."

_It is a night of firsts, _thought Celestia. _Twilight Sparkle's first experience with alcohol. Perhaps tonight she may lose some tension and enjoy a night instead of burying her nose in a book._

The two ponies watched the last sunlight twinkle out and before long Luna's moon took its place. "Oh!" said Celestia. "My sister has raised a beautiful full moon tonight. And such stars… Did you know that Luna has been in high spirits since her efforts to fit in to our modern times were not rebuffed, partly thanks to you, Twilight? Her nights have gained beauty since then. I imagine if she ever found somepony to complete her shy and impulsive nature, we would see nights unlike anything since the elder days of Equestria, when my forefathers first harnessed the sun and moon."

The regal pony's eyes closed for a moment. "Luna is esser in magical power than me, yet she is in many ways my superior. This is her true gift. She is an artist."

Twilight was in awe of both the gorgeous stars and of Celestia, who somehow gained a soft and sultry radiance from her sister's light. Her milk-white coat shone enticingly and Twilight could have remained there all night long basking in her silvery glow, but (rather suddenly, Twilight thought) the temperature dropped and the breeze picked up with an eerie moan. "Interesting," murmured Celestia.

"What is it?" wondered Twilight, shivering despite the warmth of the wine.

Celestia's horn pulsed, summoning two matching blankets from her room which draped over each of them. Twilight marveled at Celestia's magic which was adept enough to tuck in the ends of the blankets without a single wrinkle. "Oh… nothing. Just a thought." After a few minutes she asked, "So do you want to tell me why you visited today?"

"Right. I forgot all about it when I saw you, but there's been so much on my mind lately since Princess Cadance's wedding and some strange things that have happened afterward." Celestia shifted closer to Twilight on the couch. "I don't know how to say this without sounding like a filly but… when my friends and I were fighting the changelings, and when the changeling queen overpowered you, it just occurred to me that I didn't know much about fighting them or using my magic to help Canterlot. Come to think of it, we were incredibly fortunate that day. My brother and Cadance loved each other enough to overcome the entire army of changelings, but- what would have happened if that had failed?"

The Princess listened intently. Her magenta eyes betrayed nothing of the mind behind them. Twilight resumed, "After I came back to Ponyville I did some research. I wanted to know if there were any special spells I could learn that would help, but I didn't have any books on it. So I came to Canterlot to look in the Archives. I didn't seem to have any luck there either." The unicorn looked up at Celestia, trying to form into words the thoughts gnawing at her insides. "I probably sound like a filly right now but I- I feel like I'm not powerful enough to defend Ponyville if someone attacked us. I have this nagging feeling that something's going to happen and my friends could be in danger."

There was a loaded pause in which the only sounds were the whispering wind and a shout from a distant guard below. The words then began to tumble out of Twilight. "I've always had bad dreams now and then but lately, they've been worse. I have these nightmares where the Everfree Forest overtakes Ponyville and buries it in darkness. There's also one where I come back to town to find it ashes and the ponies I care about are gone forever."

She finished, "And I worry about my friends sometimes, Fluttershy has been acting a little strange lately and not returning my letters and I haven't seen Rarity in a week."

Celestia was an alicorn of immense power and fortitude. She was more experienced in matters of the mind than anypony, as well as the ability to read a pony's emotions and motivations like an open book. Twilight's intuition far outmatched that expected from a unicorn of her age and experience, but she was never one to be subtle or secretive. Something was obviously bothering her and a slight furrow of her brow was the only thing betraying Celestia's worry she now felt for her student; of all things, this was not what she expected Twilight to tell her.

She decided to approach the situation gently. She moved so that her body was touching Twilight's and extended her magnificent wing over her back.

_I wonder what's gotten into the Princess tonight, _thought Twilight. _She's never- well, sat like this with me before. I like it. _Celestia's mane smelled heavenly and simultaneously reminded Twilight of a summer breeze through a field of wildflowers, the clean air after a spring rainstorm and the glow of a fire on the coldest winter nights. She was not aware of her own body snuggling closer to Celestia's warmth. Their shoulders touched. The nightmares, and the other nagging thoughts at the back of her mind, were temporarily silenced.

And yet, with each hissing eddy of wind, that nightmare teased at the fabric of her mind, the same one that had bothered her more frequently in the past month. _Dark trees and murmuring branches. Prying orbs with no light. Limbs but no bones. _

Twilight shuddered.

Celestia drained her cup and enjoyed the flush of fruity warmth beneath her fur. She poured more wine into both glasses. "Dear Twilight, what I am about to tell you is not known to anyone besides me. There are no books about fighting in the Archives, or much about the ancient wars, because they are all locked away in my personal library. Long ago I removed them because they were a reminder of much darker times. Days in which I played no small part."

Celestia looked down at her student. "Do you want to know a secret, Twilight? My sister and I, along with Princess Cadance, are the last of the alicorns. At least the ones that I know of. I have heard rumors that there are others, in the frozen north of the world, but the time is not yet right for me to pursue the matter deeper. Certainly not when I have the mantle of the sun and the rule of Equestria on my shoulders."

"Do you mean there could be other princesses out there?" asked Twilight. She reached for her glass. Several sips ago, she had stopped noticing the burning sensation and instead felt a tingly heat spreading through her body. She enjoyed it.

"Possibly, but for the time being there are none. Luna has always struggled with this. Not only that there is no one left of immortal blood with whom to bond, but also that she may very well be shouldering the responsibility of the moon forever. And she is not the only one who thinks on such things." She left the thought hanging and contemplated the moon for several minutes. Twilight tentatively placed her hoof atop Celestia's.

"Did I ever tell you where alicorns come from?"

"You said they were from beyond the sea," piped up Twilight. She dredged her memory for the details of that conversation. "They ruled over other ponies because of their power."

"I wish it were that simple. The pony races we know today are descendants of the original unicorns, pegasi, and earth ponies. Unicorns raised the sun and moon and pegasi harnessed the weather without our assistance. Then the alicorns came from another world, over five thousand years ago, and formed a bloody empire on the backs of the native ponies." She poured a fourth cup of Marelot. "Some said that they were not true ponies at all, but creatures that took pony form to conceal themselves from their enemies. I do not know what enemies they feared. If hundreds of alicorns chose our world to hide from something else, it must have been terrible indeed."

"Ones such as myself," she continued, "the pureblooded alicorns, were true immortals. It was only after they bred with unicorns that their bloodlines diminished. All the pureblooded, save for myself and my sister, are long dead from wars with dragons and griffons and Discord and each other. It was a dark time."

"Then what about Princess Cadance?"

Celestia breathed deeply. "She is one-eighth alicorn blood. Her lifetime will be nearly twice that of a normal pony, but yes, one day she will die. There are whispers of the bloodlines left even in noble unicorn families of Canterlot and from time to time alicorns appear. Regardless, we have the highest magical ability and the most danger of misusing it. My powers alone equal a hundred trained unicorns, and when I had three of the Elements of Harmony at my command…"

For a moment, her eyes closed as visions of the ancient battles returned to her. _Over fifty thousand ponies fell to Discord's thralls and monsters, as we fought amongst ourselves and Everfree Castle and Starry Vale and a dozen other settlements burned and crumbled to dust. Then the griffons swooped down on a weakened empire and the northern dragons cleaned up what was left. And afterward… _She nuzzled Twilight's mane to hide the moisture forming in her eyes. "I moved the books and hid the histories so that nopony would ever believe that fighting is the answer. Love will always remain stronger than fear. I learned these lessons in blood and sorrow, and if my rule has accomplished anything, it will be that these mistakes are never repeated."

Twilight shifted against Celestia and the alicorn seemed to snap out of a deep daze. "I am sorry, Twilight. I must be boring you to tears with the rambling thoughts and confessions of a weary princess."

"Not at all," said Twilight. "The least I can do is to be a good listener in return. Is- is there something bothering you, Princess? Something I can help with?"

"Much," murmured Celestia distantly. "You are not the only one who fears the future. And might I say that more stands on my shoulders than yours, if the future should fare badly for us and for Equestria."

Twilight knew something more was on her mentor's mind, but she had faith that she would learn of it when the time was right. Never had Celestia deliberately hidden information from her. If something threatened her Princess, she would be there to meet that threat with all her strength. _Even if I'm lacking in the combat department. _"Can I ask you something?" Twilight said, nearly whispering. "Were the Elements of Harmony a part of the old alicorn empire too? I've always wondered where they came from."

"The elements…" She paused and stared up at Luna's moon. "I am one thousand, seven hundred and thirty-three years old, Twilight Sparkle, and I am no closer to understanding the Elements than I was as a young mare. One thing is certain: the Elements were not of alicorn make or brought from another world. They have always existed here, with the ponies of this land, and the harmony they create is why Equestria still stands today. Perhaps Starswirl the Bearded or his progenitors had a hand in their make."

A glistening tear fell from her cheek and landed on Twilight's foreleg. "I was not worthy to hold even three of the Elements," said Celestia finally. "True, my sister and I found them and used them to stop Discord's destruction, but no alicorn should have such power. They corrupted us both. You have learned the rest of our story from your books, dear one."

_If she does not know the rest of the story, she does not need to hear it from me. Luna and I perverted the Elements. We were drunk from their power, believing ourselves invincible as we annihilated the griffons and burned the dragons with their own fire and deposed the other alicorns who would deny our rule. In the end, after Discord was turned to stone and all the alicorns were dead, even my own sister shunned me. She was right to surrender her Elements and I should have surrendered mine as well, instead of sending her to a cold hell and losing connection to the Elements anyway. _

* * *

Two hours later, Celestia and her protégé remained on the balcony. They had discussed many affairs of Canterlot and Ponyville, and the night had only slightly dropped in temperature but they were quite comfortable under the blankets and sharing body heat. The odd wind had ceased, at any rate. Twilight's head was nestled against her Princess's shoulder. From a distance, the two looked like lovers.

"I must confess something to you, Twilight," said Celestia quietly. She sipped her last cup. "I missed moments like this."

"Me too, Princess. This night is so beautiful, and- well, this feels amazing. Being with you. I missed you."

Violet eyes met lavender and Celestia gently kissed Twilight's forehead. Not just one kiss- _two _kisses. Twilight blushed furiously; Celestia's lips were so _soft _against her fur and her breath was light and sweet. She had a sudden urge to lock muzzles with the Princess. A violent blush raced up her cheeks and she felt light-headed. Her cup sank to the floor. Celestia stared directly into Twilight's eyes and for a moment she thought the Princess would kiss her, but instead she pulled away and stared at the Crystal Mountains in the distance. "Now, about these nightmares you've been having."

"Oh," said Twilight. "I'd rather not think about them right now. They're probably just because I've been practicing too hard lately."

"Nevertheless, you should have written sooner. And the news about your friends is troubling. I am sure it is nothing, but promise me that you will check up on them and keep me informed."

"Actually Rarity scheduled a spa appointment with me for tomorrow afternoon, which I found odd because we always do that on Fridays. It's Fluttershy I'm more worried about. The last I heard from her was that she was tending to some animals in the Forest and found something odd. She mentioned a 'shadow in the forest'… that was all I could get out of her."

The Princess was silent and looked up at her sister's stars. She was suddenly reminded of something Luna had told her; incidentally, it was on the same day Twilight had last spoken with Fluttershy. In passing off stewardship of the heavens to her older sister, Luna had said, "We noticed an interesting movement to the south, sister. Light and shadow moving in the forest, from what we could see from our high altitude, but when we investigated further there was nothing there." _A coincidence? _Her forehead creased in thought and at the same time, the wind whistled again.

A sliver of Celestia's royal tone crept into her voice despite her best efforts to remain calm. "I will consult my sister on this matter, Twilight." That was all she had to say on the subject. "If any other developments occur, do not hesitate to contact me."

"I just didn't want to bother you with my dumb nightmares at such a busy time, Princess," said Twilight meekly, hearing the minute change in her teacher's tone and snuggling her mane in apology. "Especially with the dignitaries from the griffon kingdom visiting soon and that dragon attack near Fillydelphia. I know you're busy."

"I am never busy enough to forget about you, Twilight Sparkle, or things that may concern both of us. I told you once, did I not, about the responsibilities of ruling the kingdom? I must always think of the lives and safety of all of Equestria. And yet, here in this golden tower it grows quite lonely. Princess Luna and I were always meant to rule together and those long hundreds of years in her absence were the hardest of my life. Do you know what restored my hope?"

Twilight shook her head and Celestia continued, "It was you, Twilight. I had not trained a personal protégé in over four hundred years but I saw something special when I met you that day in magic school. Your childlike innocence and wonder brought light into my life again. You and your friends are the true holders of the Elements, not Luna and I." _Because your innocent hearts know nothing of war and hatred. Because I would not take up the Elements again for anything, not even if the world hung in the balance. You are everything I never was. You returned both my sister and my heart, Twilight Sparkle. _Celestia's eyes swam with unshed tears and she blinked them back.

"If you say so, Princess." As before, Celestia's gaze met her own and she realized just how close their noses were. Why was she suddenly feeling dizzy and unconnected? Perhaps Celestia's wine was to blame. Her cheeks burned fiercely. Before she knew it her muzzle was moving, almost of its own accord, toward the alicorn's.

For the first time in Twilight Sparkle's life, she did something without thinking through its repercussions. Frantic thoughts bounced in her brain like fireworks. _I'm not a fillyfooler am I? Why am I so attracted to my Princess? _Then their lips touched and everything was forgotten save the taste of Celestia's mouth, fragrant with wine, and the soft moan that came from somewhere deep inside the Princess's chest. It lasted forever yet was over too soon. "Twilight…" said Celestia huskily. And this time Celestia returned the kiss, leaning into her embrace and savoring the softness of her student's lips.

Lavender fur blended with alabaster and soft kissing noises came from their muzzles. Time ticked away but the two had eyes only for each other. Twilight let her hoof wander across Celestia's back, feeling her powerful musculature and delicate flight feathers, and Celestia traced patterns in her student's mane. She said softly, "My sister's moon is still young and my bed is cold. Shall we share it tonight?"

_Oh my gosh oh my gosh oh my gosh… _Between the adrenaline and hormones and aftereffects of the wine, Twilight felt as if she had swapped bodies with Rainbow Dash and gone for a ride in Equestria's warmest and fluffiest clouds. She could barely raise her head to nod, let alone form a coherent sentence. With a twinkle of magic, Celestia levitated the love-struck unicorn inside the tower. Twilight hovered between consciousness and sleep as the drink and her teacher's spell relaxed every muscle. She felt herself being lowered into a feather-soft bed.

"Remember when you used to be frightened of the dark, Twilight? When I would read stories to you in your chambers so that you would sleep soundly? And when you came running to my room after your nightmare, so scared that you climbed into my bed without invitation?" Celestia laughed softly at the memory. "You are in that same bed now, safe with me."

"I remember," murmured Twilight. Celestia held back a giggle as her student's head slowly drooped to the pillows and she began to breathe deeply. _Perhaps my beverage was too strong for her? _A certain question would have to wait until morning, and the Princess of the Day was in no hurry. After all, an alicorn has no need to count the days or the years.

The pressing questions would wait until the sunrise.

She laid her snow-white frame beside her student's and pulled the covers over herself. "Rest now, Twilight." Luna's moon twinkled through the stained glass window. Twilight Sparkle looked so peaceful and innocent, curled up in her expansive bed, that Celestia could not resist giving her student a kiss on the cheek. "Tomorrow is a big day."


	2. Chapter Two: An Appointment

CHAPTER TWO: An Appointment

Twilight Sparkle opened her eyes. At least, she sent the signal through her brain to her eyelid muscles ordering them to open. This signal bounced around in her mind for at least five minutes, ricocheting off the hazy memories of last night's dream which involved a waterfall and- spiders. Lots of spiders.

In the dream, she was in a river somewhere beneath Canterlot, or perhaps Cloudsdale because rainbows glittered in the distance. It was so peaceful, with puffy clouds overhead and sunlight reflecting from the water's eddies; all of her friends had been frolicking in the shallows with the exception of Rarity, who lounged on the grassy bank above and wore a wide-brimmed hat over her violet curls. As Rainbow Dash flew lazy figure-eights in the air, Twilight splashed in the currents with Spike and Applejack.

Then the sky turned dark, or was it the water itself that became blacker and murkier? Spike gripped her foreleg like a vice and turned to her, green eyes staring lifelessly ahead, and said, "You're wrong, Twilight. You can't stop it. Nopony can stop it."

And then, falling from the azure spray of water behind her like a glittering rainstorm, were small spiders. She remembered the blackness of them, the shiny surfaces of their legs as they splashed around her by the hundreds. Fluttershy had been standing there on the riverbank calling to her, only Fluttershy sounded oddly like she had when the Everfree Forest's famous poison joke altered her voice to a deep growl. Fluttershy looked the same; she had the same butterscotch coat and cute pink mane, the same deep bashful eyes. She even talked in the same fashion (disregarding that hilarious voice, of course) and yet, something about her was off.

The dream-Fluttershy _felt _different than the real one.

And it was that feeling that Twilight remembered most vividly, even though she could not remember what Fluttershy had shouted as she swam frantically downstream from the spiders. Their tiny legs making circular motions against her fur, crawling, probing, _sensing. _All around her they swarmed. Swimming downstream from them didn't seem to produce any effect because the water _was _spiders.

Limbs, but no bones.

Spike remained stock-still in the water and made no effort to escape, even as the spiders burrowed through his scales and exited in grotesque bloody rivulets from holes where his eyes and mouth used to be. Applejack screamed and sank to the bottom of the river under the relentless weight of gnawing gore-drenched fangs. Their chewing and chittering sounded like the laughter of children. While she cast spells and fought for her life against the rising tide of legs and pincers, she realized that the spiders weren't exactly the thing she was afraid of. They were only a precursor, an exploratory tendril, their tiny eyes prying orbs without light but at the same time, orbs looking into a part of her that she usually kept private.

"AAAARGH!" she yelled as her eyelids finally parted stickily. Two seconds was enough to convince the unicorn that she was better off keeping them closed, because the bright sunlight blinded her and she scrunched her eyes shut against the pain. She stilled her legs which had been flailing like a madpony's.

"Oh buck," she cursed. And Twilight was not a pony known for cursing.

When the throbbing in her head was more manageable, she opened her eyes again and immediately noticed that she was not in her own bed. Instead of library books and rustic wooden walls, there were pillars with intricate floral carvings and gold accents. The windows reached to the ceiling, letting Celestia's sun flood the room with light, and around her bed were golden metal poles that supported white lace curtains.

_Wait… this isn't my bed at all. This is- Celestia's bed? What in the hay happened last night? _

She sat bolt upright in bed and soon regretted that decision. Her head was pounding as if there was a stampede of Applejack's cattle trapped inside. Fighting off a wave of nausea, she caught a glimpse of her reflection in the vanity mirror across the room. "My mane!" she shrieked. After staggering across the room to it she groaned, "My face…"

The pony staring back at her had a ruffled mane and bloodshot, baggy eyes. She would not have recognized it as herself without the violet bangs. She groaned and looked around for a manebrush, instead finding a letter on the table that bore a familiar hoofwriting and was stamped with a royal "C". When Twilight sat down to read it, she soon forgot all about the murky and sinister dream.

_My dear Twilight Sparkle,_

_My apologies for not being able to wish you good morning. You were fast asleep when I rose to attend to my royal duties and unfortunately, the dignitaries from the griffon kingdom arrived much earlier than I had anticipated. Today's royal business will no doubt drag on as it always does. _

_No doubt you are feeling slightly worse for wear this morning, which is partly my fault for allowing you to drink in such large amounts. Nevertheless (and I say this sincerely and from the bottom of my heart) last night was the most pleasurable night I have known in many decades and thank you for giving me the privilege of your company and affection. If you will permit me to say so, I have not known a kiss like that in over four hundred years. We must do it again soon, although there are many things I would discuss with you if you and I so choose to follow last night's path through to conclusion. I say this in the interest of honesty because love without honesty is not love at all. No more secrets between us, Twilight, of any kind. _

_I have instructed my guards to prepare my chariot for you in case you need transportation to Ponyville. I will not be free until this evening after royal court, but if you leave Canterlot be sure to send your reply via Spike. _

_With love and eternal friendship, _

_Celestia_

The paper fell from a set of lavender hooves and landed on the table. A dumbstruck unicorn now let her head fall into her hooves as the realizations of last night came rushing back. _I kissed Celestia. I remember that much… I wonder exactly what happened last night. And by Luna, what on earth was in that drink she gave me? Remind me never to touch 'Marelot' again…_

Twilight picked up Celestia's golden-handled manebrush and did her best quick effort to wrangle it into a more presentable state. Rarity would no doubt be appalled, but Twilight had far more important things on her mind.

_Rarity…_

"Rarity! The appointment! And I left Spike downstairs in the palace all this time!" By the position of the sun in the sky, Twilight guessed it was late morning and somewhere in the palace foyer would be an extremely annoyed dragon. If she was quick enough with getting her flank in motion, she could still make her spa appointment with Rarity. She put the manebrush back where she had found it, trusting that the Princess wouldn't mind her- student? _Lover?_- borrowing it.

And yet she couldn't resist snatching up the brush again and bringing it to her muzzle. Celestia's flowery scent was like heaven in her nostrils; Twilight's heart skipped a beat with the memories of last night. If another pony had walked through the door at that instant, they would have seen a very silly Twilight Sparkle, eyes closed and grinning like a filly on Hearth's Warming Eve. And it was this thought that snapped Twilight out of her daze. "Right," she told herself. "Perspective."

Once her appearance was halfway decent, she clutched Celestia's letter in her teeth and headed toward the grand stairwell. A gray earth pony in silver armor with blue plumes greeted her at the bottom. "Twilight Sparkle? Her Majesty's chariot awaits you in the courtyard."

"Well- yes, thank you. I need to find my assistant first. Have you seen him? A baby dragon, purple scales and green tail?"

"My apologies, madam. I have not seen a dragon of that description here in the palace-"

"TWILIGHT!"

Spike came running across the ballroom as fast as his stubby legs could carry him. Before Twilight could get an "I'm sorry" out, he was ranting on and on at a tongue-twisting pace. "Twilight, where were you? I looked all over for you this morning and nopony could tell me where you were or even if they had seen you! I had to sleep in the reception hall because the guards were conducting training exercises or something, but I didn't want to sleep in case you came back and I missed you, so I didn't sleep a wink and I tried asking Celestia but the guards wouldn't allow me access to the royal courtroom without your clearance and then-"

Twilight finally stuffed a hoof into the dragon's mouth to stop his verbal torrent. "I'm okay, Spike. It was just a simple misunderstanding."

"I was so worried! And what if something had happened to you?" Spike exclaimed. "Or what if you had left without me?"

"Spike, I would never leave Canterlot without you. Besides, I was with the Princess so there's no other pony better at keeping me safe than her. And I'm really really sorry for leaving you down here without explaining better. Do you want to head home now? I'm sure everypony in Ponyville is missing us."

"And what were you doing all this time with the Princess?" asked Spike (a tad accusingly, Twilight thought). "Why did it take so long?"

_Oh sweet Celestia, don't blush. Twilight Sparkle, you brainless unicorn, don't you dare blush. _"The Princess had some things on her mind that she wanted to share with me. That's all." What her assistant didn't know would never hurt him. She silently fought the rising heat in her cheeks.

"Whatever... Just tell me the next time you're having a sleepover with the Princess. Can we go home now?"

At the words 'sleepover with the Princess' Twilight audibly gulped. There was no way- _no way in all Equestria- _that he knew. Those butterflies in her stomach returned in full force and she prayed that Spike did not stand too close to her and catch a whiff of unfamiliar perfume on her coat. Thankfully he just shook his head and turned away. Spike's mention of home made Twilight remember that she had not told anypony about her Canterlot trip; she braced herself for awkward questions when she arrived.

Celestia, true to her word, had readied her personal chariot outside the palace gates and it was harnessed to four taciturn pegasi. She wrote a mental note to herself to write Celestia a letter when she was safely home- _no, Twilight, you're not going to think about that right now. You're going to think about your schedule. _Spike nodded and the two headed into the courtyard where the gilded vehicle awaited them.

"Hang on back there," the lead Pegasus growled once they were aboard. The takeoff was more intense than Twilight remembered, or perhaps these pegasi were used to carrying Celestia around on a tight schedule, because at once they threw themselves into the harnesses like wild beasts. She could hear their steel shoes thundering on the stones and with an enormous lurch they were airborne. Wings attacked the air and Canterlot was hundreds of feet below them in less than a minute. Twilight had to wrap both hooves around the railing to avoid falling against the rear panel, and Spike had latched painfully onto Twilight's hind legs due to the railing being too short for his reach. The dragon's eyes were screwed tightly closed. "Ten minutes to Ponyville, madam."

Twilight released her grip once the chariot leveled out. It was built for Celestia's larger stature and the railing was at her eye level, but by looking back she could see that they were quite high indeed. The distant rainbow sheen of Cloudsdale was nearly level with them. She wanted to tell Spike about her findings on combat (namely, that there were none). Conversation was impossible in the howling turbulence.

As the chariot began to drop below the level of the clouds, she wondered if this was how it felt to be a Pegasus; to have bitingly cold wind in your ears and your hair and not be confined to the earth as unicorns and earth ponies were. Then again, she would never give up her magic for anything. Not even wings.

"Ponyville in two minutes," called the nearest Pegasus. Twilight could feel the air getting warmer as they descended. Ponyville and its suburbs stretched out in front like a multicolored patchwork quilt and beyond was the Everfree Forest. Its shapeless mass of green revealed nothing below the treetops. It had been a long time since she had seen Ponyville from the air before; actually, she remembered, it had been the visit to Cloudsdale for Rainbow Dash's flying competition. She had forgotten how beautiful it looked in the morning light.

The chariot lurched and began its final descent. Soon Twilight could see Ponyville's roofs fly by and she clutched the railing again in preparation. The Pegasi flared their wings; suddenly the chariot met ground with a tooth-rattling bump and came to a stop in the street outside her library home. She was very happy to see it again.

With only a deep bow and toss of their manes, the Pegasi turned the chariot and took to the sky again, blowing Twilight's mane akimbo with their wings' turbulence. Only then did she notice the strange looks she and Spike were receiving from passing ponies. It was exceedingly rare for a royal chariot- Celestia's own, no less- to be seen in Ponyville and even more so for one to be seen without any royalty. She grinned nervously and headed for her front door.

"Twilight! Ah've been looking all over for ya!"

Her friend Applejack came trotting up the lane to her, her Stetson hat bobbing with her motion. "Where in all tarnation have ya been? Ya missed Pinkie Pie's- well, party. Ya know, her party to end all parties. Again."

"Well… Applejack… I was in Canterlot for the day. I had some, er, business to attend to, and sorry I made it back so late."

The orange earth pony adjusted her hat, believing Twilight's white lie in stride. "Aw shucks, Twilight, don't fret yourself. We worried about ya for a little while but figured what ya was doing was more important than a party. Don't- tell Pinkie Pie ah said that." Under her breath she muttered, "That confounded pony throws more gosh-darn parties than Ah thought possible. And it's gettin' worse."

"Of course, Applejack," said Twilight nervously. "Hey, have you seen Rarity lately? We still have our spa appointment for this afternoon."

"Well wouldn't she be at Carousel Boutique, as usual? Say Twi, are ya sure everything's hunky-dory? Ya seem a mite put off."

It took more mental energy than she had expected for Twilight to look into Applejack's deep green eyes and say, "Trust me, I'm okay. Just a little tired. A trip to the spa will do me well." _I'm perfectly fine. Why wouldn't I be? I'm stressed out and having crazy nightmares and just discovering I'm a fillyfooler and still haven't learned anything about combat. I'm doing splendidly. _

"All right sugarcube, Ah've got plenty to attend to on the farm but Ah'll catch up with ya later. Bye, Spike!" Twilight watched Applejack gallop away and felt a warm feeling inside; no matter what the circumstances, that pony would never give in to despair. Applejack would be good to have at her side if her worst nightmares about Ponyville came true.

"Ponyfeathers." Twilight shook her head to clear the confusing thoughts and opened her front door. She set her saddlebags down and collapsed onto a chair, thinking about what apology she would give Pinkie Pie when they next met. Spike was already busying himself in the kitchen and in no time brought out a sandwich with hay and daisy salad on a platter for her. "Thanks Spike, that's really sweet of you." It was indeed delicious and sat well in her belly.

Spike replied, "You know who your number one assistant is, right?"

"Yes, yes, now finish in the kitchen and then you can have some free time." The dragon grinned.

* * *

Later that day Twilight walked the short distance to Carousel Boutique to find Rarity. The fashionista was predictably at her sewing machine, and jumped up when Twilight rang the doorbell. "Twilight, darling! It's so wonderful to see you! We all wondered where you'd gotten off to yesterday."

"I'm sorry, Rarity-"

"Sit down, sit down and have some tea, dear. We'll leave as soon as I finish this row." Rarity's horn glowed, slowly pushing a dress through the machine and attaching a shimmering pattern of stars to it. "This dress is for a very important client in Manehattan, she requested a suitable outfit for her daughter's cuteceanera and I was quite happy to oblige. The amethysts still need to be applied, of course, as do the feathers… it's progressing quite nicely!" She gave a satisfied giggle. "Of course there are four other dresses for her friends to be done. A seamstress's work is never done, of course! But Twilight Sparkle, what on earth happened to your mane? So un-fabulous."

"I just arrived from Canterlot," said Twilight. "Celestia's chariot brought me back and those pegasi know how to get somewhere fast."

Rarity's eyes widened and she gasped, "Celestia's own chariot? As in the chariot she personally uses? Why, whatever for, Twilight? Couldn't you teleport yourself home?"

"She let me borrow it," answered Twilight. Rarity gave her a searching look over the rim of her spectacles but said nothing. "I didn't want to miss our appointment for today, and I really need some relaxation time."

"Tell you what. Those spa ponies can do an absolutely _divine _full-body massage. It's not something I have done all that often. Today it'll be my treat. I promise you'll adore it," she trilled.

The two set out across town for the spa, passing none of their friends on the way. Rarity waved to a decidedly dazed Derpy Hooves who ricocheted off the wall of Sugarcube Corner in mid-flight. "Celestia knows she'll bring down the town one of these days," remarked the unicorn. "The poor dear's overworked. That old mailpony Silver Treasure retired recently- eighty-two years old, bless her- and Derpy's handling all the deliveries on her own." Twilight stayed silent for the most part during the walk and enjoyed the breeze, which was fresh and invigorating but a hair cooler than Canterlot's weather had been.

At the spa, they were greeted by a pale blue unicorn with a wild silver-streaked cerulean mane and hourglass cutie mark. "Welcome," she said in a low and smooth voice. "My name is Minuette and it is a pleasure to serve you today. Ah, and welcome back, Miss Rarity."

"Why thank you!" gushed Rarity. "I believe I had an appointment for two-thirty? And this is Twilight Sparkle. She will be joining me today."

Minuette nodded. "Right this way." She led them through the lobby and into a room in the rear of the building where there were several low beds. Twilight inhaled; her practiced herbalist's nose picked up the scents of jasmine, eucalyptus and lavender. It was a beautiful room that felt at peace and the sounds of dripping water were already beginning to set her at ease even before she lay face down on the bed opposite Rarity.

"This is my assistant, Strawberry Sapphires," said Minuette, gesturing to a magenta Pegasus whose cutie mark was a heart of alternating fruits and gems. "Aloe and Lotus are still absent at the moment and we are filling in until they return. Make yourselves comfortable, now what do you wish us to start with today? A hot oil massage, a facial or perhaps a hooficure?"

Minuette glanced at Rarity as she said this; Twilight snickered softly. No doubt Rarity requested them often.

"We would like a full-body massage today," Rarity replied. "Perhaps a facial afterward."

With an "As you wish" Minuette and Strawberry helped them stretch out on the beds and began their work. Minuette's hooves began with the tense muscles just above Twilight's withers and moved them in gentle kneading motions. The soft friction of her hooves was magic to Twilight's knotted physique.

"So Twilight darling, why the sudden need to visit Canterlot?" asked Rarity. "It was quite the scandal with Pinkie Pie when you weren't at the party, I assure you. Flugelhorn, accordion, the whole nine yards."

Twilight didn't want to go into too much detail around the two spa ponies; for all she knew they could be Canterlot spies, but she couldn't snub Rarity, especially after the white unicorn was treating her to this unbelievably massage for free. So she tentatively said, "Just- a hunch I've been having lately."

"Do go on, dear."

"I haven't been sleeping well." She remembered the most recent nightmare and shuddered. "I went looking in the Canterlot library for any answers, and when I couldn't find any, I met up with the Princess and we talked for a while."

"A personal audience with the Princess?" Rarity exclaimed, her face alight. "I'm so jealous!"

Twilight thought there was a slight pause in Minuette's movements at the mention of the Princess. "I wanted to speak with her actually. Seems like I never get the chance to have teacher and student moments, you know like I used to before all of the 'saving Equestria' stuff. It was quite a nice evening." Another blush raced up Twilight's cheeks from the memory and she suddenly wanted to deflect the conversation away from Celestia.

Bit by bit, those magic hooves worked out tension in the unicorn's lower back and loins. By the time Minuette had reached her cutie marks and caressed them in slow circular motions, Twilight was in heaven and kept her mouth shut in case she accidentally blurted out a secret. When the spa ponies finished and applied the facial mud, another customer walked in and the Pegasus went to greet the newcomer. Twilight seized the opportunity. "So how have you been lately, Rarity? With all those dresses to make, you probably needed this more than me."

Rarity looked quickly from side to side to confirm they were alone. "Truthfully, Twilight, the past week has been awkward. I simply don't know what to do anymore."

"What's wrong?"

"Well- where to begin. I have been kept so busy lately with orders and suppliers and such that I've barely had time to myself, let alone to my friends. My silk suppler in Baltimare suddenly decides to raise prices because of 'high demand'. What's a pony to do except pass the costs on to her customers, who complain that their dress _isn't fancy enough. _I'd like to see THEM make a matching wedding ensemble with pale chiffon embroidery and silver accents-" Her voice sank into a huffy tirade of fashion terminology and insults.

Rarity took an exaggerated deep breath, fluttered her eyelashes and continued. "And I'm overworked and lonely. I wish love were not so complicated sometimes."

_Am I the best one for love advice? Probably not. _"What's bothering you, Rarity? Maybe I can help."

"I'm not sure how to say this, Twilight. What does one do when a friend, a mare you know well, offers to make the friendship romantic and you aren't attracted to mares?" Rarity looked quickly around herself again and whispered, "Four days ago Applejack… confessed that she had feelings for me. I was positively speechless…"

Twilight squirmed uncomfortably on the bed, not liking where this conversation was going. "Applejack is a wonderful friend, but she's just that. A friend. Ugh, I don't understand this trend of mares attracted to mares. So _unnatural_. I don't know what to tell her," sighed Rarity. "Was it always this way, Twilight? _Mares _loving _mares. _Next you'll tell me that stallions are dating other stallions."

"Ummm…" Twilight internally kicked herself. She had been on the brink of confessing her feelings about the Princess to Rarity, and now Rarity was expressing a dislike of fillyfoolers. "I could speak with Applejack about it. I bet she's just lonely on that farm of hers." She suddenly remembered something Celestia had mentioned at the wedding. "The Princess said this might happen after a big wedding. Ponies start thinking about love and a special somepony, and friendship can turn into something greater. You can't blame someone for following their heart."

"Well, yes- I still imagine that special stallion of my dreams though. Strong, handsome, fashionable, coming to Ponyville like a prince to sweep me away." Rarity sighed. "So handsome." Hearts appeared in her eyes.

Twilight respected Rarity's opinion but thought of Celestia, her satiny coat and the smell of wildflowers in her mane, those dreamy eyes of hers looking into Twilight's very soul, her soft lips brushing against Twilight's neck. _I love you, Celestia, _Twilight thought. _I'm not afraid to say it. Rarity and any other neighsayers in Ponyville can go buck themselves._

* * *

The spa session with Rarity had left Twilight physically relaxed but mentally uneasy. On the walk home she had thought of nothing else save the previous conversation. Since she had become best friends with the five Ponyville ponies she loved so much, she always thought that Rainbow Dash would be the one most likely to swing towards other mares. Perhaps it was her physicality and death-defying nature.

She then thought about Applejack, the hard-working farm pony that she was, and it didn't surprise her whatsoever to hear such news. _I'm a fillyfooler, _Twilight thought. _But Celestia isn't a filly and neither am I. If Applejack feels that way too, I'm sure there's a mare out there for her somewhere. _

She had parted ways with Rarity only a few minutes earlier and was now on her way home. Dusk had come rather prematurely to Ponyville and the trees and lamp posts cast long shadows along the cobblestones. The air was quite still and slightly clammy, as if the earth were exhaling the moisture from a chilly rainstorm. It was quite different from the sunny morning in Canterlot. Perhaps the Ponyville weather team was readying a downpour, but it seemed more sudden than the usual pre-storm weather. Days like this made Twilight want to be snug near her fireplace drinking hot chocolate, with a blanket around her flanks and a good book in her hooves.

Her hooves were loud on the stones. Very few ponies were out on the streets; maybe they were similarly inside or finishing their business for the day. So it was that she met nopony on her way home and in the silence, her brain began to needle her.

_Is it wrong for a mare to love another mare or a stallion to love another stallion? I love Princess Celestia and yet I'm already afraid of being ostracized. If Rarity feels that way, who knows how others will? Everything I've learned about friendship these past two years tells me that friendship is worth fighting for and your friends are those who care about you and know you best, no matter who they are. Wouldn't the same things hold true about love? Love is love and nopony has the right to judge another pony based on their preferences in love. I love all of my friends no matter what. _

An owl hooted somewhere nearby and the trees to her right rustled. An odd sensation went through Twilight's stomach that crawled its way across her skin and terminated at the base of her spine. She couldn't put her finger on its source. The chill now slithering down her back felt unnatural and eerie, as if someone had stroked her coat with a wet feather. She looked over her shoulder and was certain that something had slunk out of sight behind one of the houses. Perhaps it had been a trick of her vision, yet she stared at the shadows just in case. _Is that a tree root, or…_

As she turned her head, she swore that the house's shadow flickered. Her tail twitched nervously. Was somepony watching her? She stopped and spun quickly in a circle.

Not even a mouse shared the streets with her. The long shadows of the lampposts looked like accusatory fingers and the trees cast silhouettes resembling hooked talons. Why was she feeling uneasy in the middle of a Ponyville street? This was no different than dozens of other times she had walked home at sundown, from Pinkie's parties more often than not, and on her own as well.

Nevertheless Twilight began to trot faster for home. She couldn't shake the feeling that an unfamiliar pair of eyes was somewhere in the distance, watching her movements. Her trot became a slow gallop; only a quarter-mile and she would be safe and warm. The trees of the Everfree Forest in the distance swayed ominously.

The sun dropped below the northern mountains just as Twilight reached her door and wrenched it open. Nothing felt more welcoming than a fire merrily crackling, the candles in the windows flickering and Spike approaching her with a "Hey, Twilight!" and a cup of steaming tea in his claws. "How'd it go with Rarity?" he asked.

Twilight exhaled and realized she'd been holding her breath for almost a minute. She went to each ground-level window and drew the curtains before facing her assistant, noticing that her hooves still shook in fear. "Spike! I- it went great. Thank you so much for making the tea and the fire."

"Naw, it was nothing. At least nothing that your number-one assistant couldn't handle." Spike puffed out his scaly chest.

As the irrational dread began to ebb away, Twilight managed a giggle. "You're not trying to wheedle something out of me, are you? Wouldn't be the first time." She winked at him. When Spike spluttered and tried to say he was only being helpful, she pulled the little dragon into a hug. "Just kidding. I wouldn't be able to live without you around, Spike."

He handed her the tea. "Spike, could you bring me a scroll and my quill?" She had a letter to the Princess to write, one she had neglected since the morning. Before she settled down at her table beside the fire, she drew the bolt on her front door and a moment later could not explain why. Never before had she felt a reason to lock her door at night. With the door safely bolted, she felt at ease enough to control her quill with magic and write a reply to Celestia.

_Dear Princess Celestia, _

_Thank you so much for letting me borrow your chariot for the trip home to Ponyville. With the mental state I was in, I probably couldn't manage the teleportation spell anyway. What I meant to say to you is this: I also think that last night was the best thing ever to happen to me. Nothing I had ever studied about friendship or love prepared me for that kiss and I'm not doubtful at all when I say that I'm in love with you. I can't wait to spend another night together. I know that you're a Princess and I'm just a regular old unicorn, but if we try hard enough, we can make it work. I learned something about friendship, too: it can turn into love before you know it. It did for me. _

_xoxo_

_Twilight Sparkle_

Twilight had Spike send the letter on its way. She sipped her tea, the peppermint and chamomile calming her nerves. _Just another night in Ponyville, right? Nothing to worry about. _


	3. Chapter Three: A Place To Hide

CHAPTER THREE: A PLACE TO HIDE

Dawn came soft and early to Ponyville the next morning. Celestia's sun peeked over the eastern mountains and chased away the last chills of dawn. Soon its rays brought warmth to the dewy, foggy ground. A porcupine slowly creeped out of its underground burrow, drawn to the sudden change in temperature; it basked in the comforting warmth but stayed clear of the shadows which at the moment were still cold. It was far from pleasant outside, yet the day was promising. Ponyville often displayed weather like this as fall began to gracefully age and hand the reins to winter. The days were warm and the nights were chilly, although the cooler weather arrived markedly earlier this year than usual.

Most ponies in town would say that the frosts never arrived earlier than the Running of the Leaves ceremony. After most of the dead leaves had been whisked from the deciduous trees by the earth ponies, the hard frost would finish off what foliage still clung to the branches and signal the last moments of fall. This year was an oddity because on the previous night, a full week before the Ponyville residents had scheduled this year's race, a biting frost had taken hold. Many of the leaves had already fallen. At this rate, a race to knock the leaves down would be unnecessary. The hardier specimens of the Everfree Forest and the evergreens higher on the hills still clung to summer's greenery, but not for long. Days like this served as a reminder for ponies to begin stocking up supplies for winter which, judging by the skittish wildlife, was quickly extending its talons toward Ponyville.

The weather patterns did not go unnoticed by those outside Ponyville, either. Pegasi in Cloudsdale were surprised to find a thin film of ice on the edges of their lofty pillars and the surfaces of the clouds. Even Princess Luna herself shivered as she retired to her tower for the day.

Fall had not yet surrendered the land, and the sunlight quickly chased away the chill. Sparrows heralded the new day's arrival as they perched above a treehouse in the center of Ponyville. Its windows were opened to let the clear morning air inside, and within was a dragon hard at work.

Spike held a spatula and fork in his claws. He whistled cheerfully while he cooked breakfast for himself and Twilight Sparkle. This was a ritual he performed daily, rain or shine, and he was happy to do it for his best friend. He took naturally to it in his early Canterlot years and had cooked for Twilight for as long as he could remember. Preparing food was Spike's best talent. He often insisted that if he had been born a pony, his cutie mark would be a crossed pair of serving forks.

He had told this story to the Cutie Mark Crusaders once, to back up Twilight's insistence that the fillies needed to follow the things they were good at and not every mane-brained idea that passed through their heads. Naturally they didn't listen. He smiled at the memory.

Twilight was normally a light eater and preferred simple meals, if it could be said that she 'preferred' anything related to food. Spike knew that Twilight hated interruptions during her tangential and sleepless research phases- even for meals. These phases were unmistakable and usually characterized by muttering, searching through books, and taking measurements with telescopes or chemical equipment. Twilight's current record was three days and thirteen hours without food or sleep. It had been Applejack, Spike recalled, who called her 'a mite thin' at Cadance's wedding reception. Stress and fatigue from saving Equestria (again) notwithstanding, Spike knew that if not for his efforts Twilight would probably stick to prepackaged dinners and sweets bought from Sugarcube Corner, and would look much worse than she currently did. So he took it upon himself to always cook delicious and nutritious food for her. Somepony (or in this case, dragon) had to.

On normal days Spike might prepare some steaming oatmeal, made with hay and rose petals the way Twilight liked it, along with eggs and a fresh juicy apple from Sweet Apple Acres. He would then make a pot of tea and call Twilight down to breakfast. If she was exhausted after a long night or not feeling well, he would carry it all up to her and serve her a breakfast in bed. Spike had different plans for this morning.

Spike had been cleaning up dinner last night when Twilight burst through the door, obviously upset about something. It was adorable how she bravely tried to hide her shaking hooves. He wanted to ask what was bothering her, but he served her dinner and tea and readied her bed without comment. It ate at his insides when she was unhappy; even if it was not his fault, he felt responsible for keeping her content and well-fed and he took it personally if she wasn't.

He kept one eye on the eggs sizzling in the pan, flipping them occasionally so they didn't burn. With the other hand he slid a tray of handmade cinnamon rolls into the oven. He had spent the last half hour on them, shaping each one into a perfect horseshoe shape and dusting them with sugar. Spike turned back to the eggs and placed a sprig of clover in the center of each egg.

When he pulled the rolls out, the kitchen danced with the smells of cinnamon and oranges and fresh morning breeze. He transferred the rolls to a basket and set the table for two; once the freshly squeezed orange juice was made, everything was set. All he needed now was a bouquet of flowers to grace the table and a certain sleepy unicorn to wake up. Spike picked a few daisies from the front garden and came back inside to find the unicorn in question sitting at the table.

"Good morning, Twilight," said Spike. She replied with a sleepy groan; her mane was full of static electricity and stood at odd angles. Spike noticed her bloodshot eyes, the result of another restless night. "How'd you sleep?" he asked, knowing the answer already.

"Umm… I slept all right, I guess. I'm just tired." _All right would be pushing it, _Twilight thought dully. Last night she had not been able to get to sleep for hours, and what sleep she did catch was fitful and unsettling. In her dreams, strange sexual fantasies involving Princess Celestia were interwoven into a strange creeping darkness. It was always behind her, dogging her hooves but always out of sight and never touching her. The branches murmured in a language she could not understand. She awoke, wishing the stupid tree behind her would just _be quiet_, and felt more exhausted than when she had gone to bed.

Just then she noticed the elaborate breakfast spread that Spike had prepared: the daisies, the fancy tablecloth and silverware usually saved for company, the cinnamon rolls filling the kitchen with a lovely aroma. She gasped, "Spike, you shouldn't have."

He poured her a glass of juice. "Don't worry, it was nothing. I wanted to." The dragon's eyes were on the verge of watering when he said his next sentence. "I know you've been stressed out lately, and really tired, so I wanted to help."

Twilight reached across the table and touched Spike's shoulder, and to her surprise her eyes were also welling up with suppressed emotion. "That's really sweet of you, Spike. And I know I've been out of it lately, I don't know what's gotten into me. I'm really sorry. I need some time to just relax and get some fresh air and think."

"And don't forget about a great breakfast before you do all that relaxing and fresh air-ing and thinking," said Spike. He served the rolls and Twilight took a bite.

"These are amazing! I might be tired on purpose just so you make these more often," Twilight laughed. Spike, across the table, ate his eggs while his mind was on Twilight and how the simple act of making her a nice breakfast had made her laugh. She looked like an entirely new pony when she smiled.

_That's enough for me, _Spike thought. _All I want is for my best friend to be happy. Everything else will take care of itself. _His little dragon heart was nearly bursting with pride.

And at that moment, somepony knocked on the front door. He answered it.

"Hiya, Spike," said Applejack, tipping her Stetson to him. "Mighty fine mornin' we have today. Is Twilight in?"

"A little worse for wear," muttered Spike in an undertone, "but she's in the kitchen. Come on in." He ushered the farm pony through the doorway and Applejack quickly wiped her hooves on the mat.

"Mornin', Twi'," she called. "What's- … up…" Applejack dropped her voice at the sight of Twilight with morning eyes and messy mane, but took an appreciative whiff of the breakfast offerings.

Applejack took a seat at the table and declined the rolls Spike offered her. "Ah'm mighty sorry for interruptin' your breakfast, Twilight, and thanks for offerin'. We've already eaten breakfast a couple o' hours ago. Shucks, where was Ah? Silly me… Ah only stopped by to remind ya about the campin' trip today."

"Camping trip?" said Twilight dreamily. Her mind had been elsewhere, and she did a sudden double take. "Ponyfeathers! I forgot all about the camping trip! Even after I wrote it on all three of my schedules!" Twilight sprang from the table, nearly spilling her juice, and raced for a nearby bookshelf from which she pulled a green volume. Applejack caught the title: _Everything You Always Wanted to Know about Camping but Were Afraid to Ask._

"Now hold yer horses, Twi'. No need to fret yourself. Ah've got all the preparin' done, for the most part, and it's not until three o'clock today. Pinkie Pie's gonna meet us by the bridge an' Applebloom and Scootaloo are comin' too."

Twilight froze in mid-pounce, the book clutched in her mouth. "And wasn't Rarity coming too? And Fluttershy and Rainbow Dash?"

Applejack kicked at the floor. "Ah don't know about that darn Rarity. She's probably fussin' about silk and jewels again. Dash's away in Cloudsdale for weather business an' Ah couldn't find Fluttershy this mornin'. Maybe she'll meet us later."

Both Spike and Twilight caught the change in Applejack's voice when Rarity was mentioned. Twilight frowned and remembered yesterday's spa session, and the awkward silences that had followed. She would ask Applejack about it later. "Make yourself at home, Applejack," Twilight called from the top of the stairs. "I have to pack!"

In her bedroom, Twilight was a purple tornado. She flew around the room with little regard to gravity. While she held a clipboard aloft with her magic, she shot bursts of energy at random objects so that they would fly into the saddlebags at the foot of the bed. "Sunglasses? Check. Portable telescope? Check. Matching coat and scarf? Check. Blankets? Check. Emergency scrolls and quills? Check. Camping guide? Check." She knew Applejack was bringing two tents, but there was no such thing as being over-prepared or oversupplied. So she magicked a two-pony tent from her closet. It was old and stiff, having not been used in many years, and she stuffed it into her bag atop the clothes. After a final double and triple-check of her checklist, and a few extra books crammed alongside the tent, her preparations were complete.

Twilight came back downstairs to find Applejack gone. "Applejack said she needed to get back to the farm," said Spike. "She said to meet her at Sugarcube Corner around three."

"Well… I guess I'll be outside in the garden until then. Thanks for breakfast, Spike."

* * *

Twilight met up with the group later that day in front of Pinkie Pie's workplace. She still couldn't believe how she had forgotten the camping trip, a yearly tradition with her friends. It always happened in late fall after the Running of the Leaves and Applejack's harvest duties were completed, before winter's chill grasped Equestria and made the weather unbearable for camping. Today was perfect for it; the sun shone brightly and birds sang above her. The morning's unseasonal chill was only a memory.

She was about to greet the others when something heavy and pink and smelling of cotton candy bowled her over, at a speed that defied all the laws of physics. "Hey, Twilight!" sang Pinkie Pie, her unnerving blue eyes staring into Twilight's. "I missed you! You look terrible! Want a cupcake?"

"Now let the poor mare breathe a spell," laughed Applejack. "Are y'all ready to go?"

"All packed up and ready," Twilight gasped. She still hadn't recovered her breath from the Pinkie Pie missile. Her friends were also packed up and ready for the journey. Applebloom stood bright-eyed and attentive, scarf wrapped tightly around her neck. The red-maned filly couldn't be happier to go on an adventure with her big sister. But Twilight noticed Scootaloo's detached expression and guessed she was missing her hero Rainbow Dash, whose weather business must have been serious if it kept her from an appointment she had known about for months. Rarity and Sweetie Belle were no doubt busy filling orders- or avoiding Applejack.

It was Fluttershy's conspicuous absence that made Twilight slightly uneasy. _Fluttershy wouldn't dream of missing a camping trip. Especially when wild animals and birds are involved. I hope she's all right. I haven't seen her since before I went to Canterlot. _"Is Fluttershy coming too?"

"Ah knocked on her door twice today. Either she's in the forest worryin' about her animals or just really busy. Anyway, Big Macintosh told me about a place up yonder in the Unicorn Range where he went campin' as a colt. Straight north a spell, Ah bet no more n' seven or eight miles. Should be pretty up there this time of year."

"Ooh, a different place than last year! I love different places!" Pinkie Pie giggled, her saddlebags threatening to spill their contents due to her frantic bouncing.

"Then let's get a move on," said Applejack. "Ah'd rather be at the campsite before dark." The five travelers took a deep breath and set out on their adventure. Twilight brought up the rear, behind the excited fillies, all the while worried about her gentle Pegasus friend.

The Unicorn Range lay directly north of Ponyville, beginning at the base of the towering mountain where Canterlot lay and snaking northwest to Shadow Mountain and the western seas beyond. Beyond it was Cloudsdale and endless rolling grasslands. Seen from Ponyville, it loomed over the neighboring forests like the spine of a buried dragon. It had not seen any snowfall yet; soon it would be swathed in whiteness with the onset of winter. One or two adventurous ponies in Ponyville had climbed several of the nearer peaks in the range and loved to brag about their accomplishments. The place Applejack had in mind was about halfway up the nearest crag, or so Big Macintosh had told her. She had never actually seen the place herself.

Their road began outside of Applejack's ranch and crossed over the gently rolling hills covered in apple trees. "Ah think we got the harvestin' done right on time," Applejack remarked. "Granny Smith's got a feelin' that this good weather ain't gonna last much longer. She's got an uncanny sense about such things. Mighty strange sometimes."

"Granny Smith's crazy," put in Applebloom, and Scootaloo giggled. "I love her dearly, but that don't make her any less crazy."

"Applebloom! You oughta know better than talkin' about your granny that way."

"Well it's true," Applebloom pouted. "If she's not, then what was that about last night? All that- mutterin' about weird weather and darkness and monsters and all. And drawin' all those pictures."

Twilight's ears twitched at the word 'darkness'.

"Granny Smith's instincts saved our harvest last year, and don't ya forget it, little sis." She tossed her mane, indicating that the matter was no longer up for discussion. Applebloom let out a "hmph". Twilight was on the verge of asking about Granny Smith but thought better of it.

Ponyville was soon left behind and the forest stood directly in their path, a foreboding wall of hunter-green foliage. "Ooh, forest-y," said Pinkie Pie. Twilight stopped to take a drink from her canteen. So it was that she noticed the clouds, which only in the last hour had obscured half the sky. Unfortunately that half included the mountain range now overshadowing the forest they trekked through. The air seemed still and deadened around them, as if their motions along the narrow trail was upsetting to the trees themselves.

The path grew steeper after an hour or two once they had climbed through the lower strata of the forest. As they reached the roots of the Unicorn Range, there was a marked change in the vegetation and terrain. The overhanging trees thinned out and soon the ponies could see the sky again- beautiful swirling gray clouds perforated by beams of yellow sunlight. Larger rocks and pebbles also appeared in the trail, making footing more difficult. "Y'all might want to pick up the pace," called Applejack at the front of the line. "We want ta get there before nightfall."

Twilight, in the rear, huffed and took another long drink. Water was not an issue because of the burbling stream only a few feet from the trail, which would eventually join the larger river to the south. She gulped down the canteen's contents and refilled it. "I'm out of shape," she said dejectedly. She hurried to rejoin the others.

She took her place behind a footsore Scootaloo. No doubt the filly was missing her scooter and its speed, which was useless on such rocky trails. Whether it was the increasingly unstable path or the general stillness of the forest around them, the group was an oddly silent bunch. Even Pinkie Pie was quiet, although she did let out excited gasps at every unique rock in the road, and 'funny-shaped' trees, and cloud formations. "That one looks like a cupcake!" said Pinkie. "An upside-down cupcake sitting on top of an alligator, maybe." She snorted and rolled on the ground laughing.

Twilight began to whistle to break the silence, but somehow the sounds died on the tip of her muzzle and were swallowed up by the gently whispering branches of the trees. She was soon out of breath to whistle, at any rate, due to the steep trail. Eddies of wind undulated around the rocks at her feet. _I wonder why no birds are singing today? It's so quiet. And cold. Wait… cold? It was warm only an hour ago._

As if in answer to this thought, Scootaloo shivered and said, "It's chilly."

"We're not that far away, sugarcube," replied Applejack. "About another hour." The earth pony paused before continuing, "Y'all are right, it's gosh darn cold all of a sudden."

Dusk was on its way; the rays of light were being quickly obliterated by clouds and the air coming from farther up the mountain bit with cool teeth at their coats. They had also climbed a long way and from their position on the mountain face, they could see Ponyville and its suburbs spread out below them. Applejack's orchards were a patch of brown earth with tiny red dots.

Applejack said under her breath, "Big Mac told me it was only about eight miles. I hope it's soon because these fillies are shiverin' like a pig in a snowstorm. And this weather's gettin' worse."

The weather did indeed get worse the higher they climbed. With every foot of mountain the temperature steadily dropped and the wind rose in howling bursts. The trail took three abrupt switchbacks and to their left was a sheer drop of at least two hundred feet. Far above their heads a waterfall issued from a cleft in the rock and fell in thundering gallops to the rocks below, and would later branch into the stream Twilight had seen farther down the mountain face. Between the waterfall and the wind, Twilight could not even hear the sound of her heart pounding. She opened her mouth to call out to Applejack but felt sudden wetness on her lips.

As if somepony slashed the dark clouds above with an enormous knife, snowflakes began to fall thickly around them. "Ponyfeathers," cursed Applejack. "Let's get to shelter quick!" She would tell her brother about his bad advice, when she next saw him. Her priority was getting her little sister and the others to a sheltered place where they could set up camp and hunker down for the night. The wind blasted down from the mountain's crown and to Twilight it sounded like the roaring of a dragon. Applebloom, shivering and frightened, clung to her big sister with an iron grip.

At last Applejack found the place. Above a turn of the trail was a flat open area ringed by rocks and just beyond was a hollowed-out cave. Just the sight of it was enough to make her forget all anger at Big Macintosh; he had not misled her after all. "There!" Applejack bellowed. The storm screamed like a banshee and threw blinding flakes into her eyes. For a moment she could not even make headway against its strength. She walked three-legged, clutching her Stetson with one hoof. "I'll check if it's safe!"

She threw down her saddlebags and ran to the cave mouth. At once she saw that other ponies had once used this space for shelter; there was a blackened patch of rock that held the remains of a firepit and the cave itself was just large enough to squeeze a tent or two under its roof. Perfect.

"Everypony get in here, quick! This storm'll blow us all back to Ponyville!" The other four huddled inside the overhang, panting and trembling from the cold. Twilight, summoning her magic, dragged one of the boulders partially across the entrance and shut out the worst of the wind- but the storm could still touch them with tendrils of frigid air. It sounded like eerie moaning and sent horrible shivers down Twilight's back.

"Everypony all right?" said Applejack when she had recovered her breath. She did a quick head count and continued, "At least we're safe here until this blows over. Applebloom, can ya start on the tent?"

Pinkie Pie suddenly regained her voice. "Brrrrr! My mane turned white!" The snowflakes had clung to her frizzy mane and stiffened it with frost. She shook herself violently. "We should all get to bed before we turn into popsicles. Ooh, I love popsicles! Especially cherry ones because then you can dip them in chocolate and-"

"Pinkie," pleaded Applejack. "We're already cold enough without talkin' about popsicles. Y'all should help the fillies get these two tents set up and let's try an' stay warm tonight."

"But what about cherrychongas? Can I talk about those? Please? Please?" She bounced in place, forgetting all about the tent. Applejack face-hoofed.

Instead of a group of happy ponies sitting around a campfire and telling scary stories, there were four downcast ones (excepting Pinkie Pie, of course) that struggled with uncooperative tents and tried to avoid the vicious gusts filtering through the cave entrance. The fillies would have the smaller tent and the older ponies would have the larger one. Twilight unpacked her saddlebags and set the contents in ordered rows; her tent was not needed but she donned her coat and scarf and put her blankets in Applebloom and Scootaloo's tent. They would be needed tonight.

Applejack morosely kicked a rock. "Ah'm sorry, Twilight," she said at length. "This wasn't what Ah had in mind when I thought about a campin' trip."

Twilight used her magic to wrap a spare scarf around her friend's neck. "It's okay. Luckily for us, we're well prepared. It's only for one night." She offered her a half-smile.

"Thanks, Twi'. We should get ta bed soon though." She pulled several apples from her bag. "It's the best dinner we'll have unless y'all want to cook somethin'. Ah swear, Ah wish Ah knew what was up with this weather." Speaking to no one in particular she added, "Tarnation… it's more puzzlin' than Ah've ever seen before. Even Granny Smith knew somethin' was up but she's never seen things like this. It's almost like…" Applejack let the thought die.

"Like Discord has something to do with it," said Twilight, finishing the sentence for her and biting into one of the apples. "But it's impossible. There's no way he could be back."

A wailing gust of wind blasted into the cave. The fillies' tent vibrated like a drum being struck.

"Ah just don't know," Applejack mumbled.

"Come on. We should get inside and try and keep warm tonight. This might help." Twilight magicked the boulder closer to the entrance, leaving scarcely enough room for a filly to squeeze through.

Pinkie Pie, wrapped in two oversized pink sweaters and a neon green hat patterned with candy corn, volunteered to sleep with the two fillies to help keep them warm. "Nothing's going to get Pinkie down, not even Discord and Nightmare Moon and Queen Chrysalis all at once," Twilight remarked as Pinkie sprang into the small tent. "They'll be just fine tonight." She followed Applejack inside where the earth pony had already laid out two sleeping bags and blankets embroidered with red and green apples.

"Good night, Twi'," said Applejack. They tucked the blankets under their muzzles and tried to shrug off the chill air and flapping tent walls.

Rest was elusive for the lavender unicorn. Apart from a general mistrust of sleep after the recent nightmares she had suffered through, there were just too many conflicting thoughts in Twilight's mind that occupied her attention. She tossed and turned as the tent walls gently rustled. The swishing canvas made her shudder; it sounded too alike to the whispering trees of her nightmares.

She heard a soft sigh next to her. "Applejack, are you still awake too?"

"Yup." Several minutes passed before she continued, "Just thinkin'."

Twilight admitted, "I've done that a lot lately."

The Element of Honesty's face always gave away her feelings, and even in the dim light Twilight could see the worry there. "Ah just don't know what's been happenin' lately. It seems like things are changin' and Ah can't do nothing about it. Take this cold, for instance." She shivered. "It's like the weather doesn't know what to do. And Ah swear all of us are growin' farther apart each passing day. Like there's somethin' eatin' at us, taking all the happiness away."

"What do you mean? We're here, aren't we? In a freezing tent and hoping for morning, but we're here and our friendship is forever. Nothing's ever going to break that."

"Ah know, Twi', but- Ah can't put my finger on what's been troublin' me."

Twilight moved closer to her friend. "What's bothering you, Applejack? You can tell me. We're friends."

"Twilight… have ya ever had a secret that ya couldn't tell anypony, something that nopony would ever understand? Something that keeps ya from sleepin' at night because it feels like it'll burst out if ya don't tell it?"

A vision of Pinkie Pie emerging from a flowerpot, hissing "Forever…," popped up in her mind. Following that was an image of Princess Celestia. _Princess, I hope you're safe and warm in Canterlot tonight, because I miss you. _"Everypony has secrets, Applejack. I have more than some do."

"Ah… My tail swings the other way, if ya know what I mean, Twi'. And Ah feel like Ah'm the only one that I can trust about it. After that one sleepover at your house with Rarity, Ah started likin' her as more than a friend, but Ah never got the chance to tell her how Ah felt. And when Ah finally got the words out last week, Ah sounded like a lovesick filly trippin' over her hooves, and Rarity turned me down."

Applejack's raw honesty sometimes took Twilight aback, but it was a mark of the strength of their friendship that Twilight did not reveal Rarity's confessions on the subject. She put her hoof on Applejack's shoulder and let her continue. "And it seems like things have been goin' downhill from that day. First there's Rarity avoidin' me, and then Ah can't seem to find Fluttershy anywhere, and this freaky weather and Granny Smith. She's mutterin' about darkness and drawin' weird shapes on the walls and scarin' everypony, and Ah don't like goin' out after dark anymore." The words tumbled out of her. "Ya have to promise me, ya won't tell anypony about me. Ah'm not ready for anypony else to know just yet."

"Shouldn't you be free to love anypony you choose, though? Just because Rarity isn't the one for you doesn't mean there's not somepony else that will love you back." Twilight said these words automatically while another shudder racked her body. The words _Ah don't like goin' out after dark anymore _couldn't be a coincidence. Silent forests… slithering fog…

"Well that's the thing. Rarity is the one Ah choose… Ah've felt that way about her for so long and everytime Ah'm around her it gets worse. It makes me sick to know that Ah'll never be close to her, or hold her at night, or kiss her lips. And then there's Granny Smith and my brother pushin' me to settle down and find a stallion and continue the family, when Ah don't feel that way at all. I just can't take much more!" A tear leaked out of her wide green eyes.

"Maybe Rarity just needs some time. But if she's not willing to love you the same way, then there's no use in making yourself miserable over it." Twilight giggled. "And when did I ever become a corny expert on love?"

Applejack laughed through her tears. Twilight continued, "And you're not the only pony who prefers the company of other mares." She winked.

"Twi', do you mean- you're-"

"I think I've always been. Especially when I'd pass a big strong stallion in the street and feel nothing inside, even if he winked at me and tried to get me in a conversation. I didn't really realize it until recently."

"So do you have a special somepony?" Applejack asked, smiling once more. "There's gotta be somepony."

Try as she might, Twilight could not stop the flush of color on her cheeks. Her abdomen trembled as if someone had opened a cage of birds inside her. "There is somepony but- can you promise not to tell?"

Applejack nodded and sat up in bed like an excited foal, forgetting the cold, and creeping back under the covers a second later. "It's Princess Celestia," Twilight said lamely.

"The Princess?" Applejack gasped, mouth agape as if she had never heard anything of the kind. Twilight managed a nod. "Gosh! Ah guess your family's got a thing for fancy royal ponies. So that's why ya were in Canterlot?"

"Well- not exactly, but yeah." Suddenly Twilight started laughing and her giggles rang out in the stillness. She had no clue why it was so funny. Applejack soon joined in and the tent shook with peals of laughter. For a while the two ponies lay there watching their breath rise above them in evanescent swirls, listening to the howls of the tempest outside and imagining that it was only a spring rainstorm. "It'll be our little secret," whispered Twilight. "No matter what, we'll always keep it safe and we'll always be here for each other."

"Deal." An orange hoof smacked against a purple one.

"Should we try to get some sleep now?"

Applejack found that sleep came much easier with Twilight's comforting presence at her side and the warmth of their shared secret. Twilight, imagining how Canterlot's lights shone in the distance, only found her personal dreamland when she fantasized that Celestia held her safely in her hooves and kissed her goodnight.

In the other tent, Pinkie Pie cradled an exhausted Applebloom and snored gently. She had scarfed down a few 'emergency' cupcakes before blowing out the lantern and tucking blankets around the two fillies. It was remarkable, Scootaloo thought, how easily sleep arrived for the party pony. _How can they just sleep through this? _She trembled like a falling leaf, jerking upright at every tiny noise. In her overactive imagination, the shrieking wind gusts were the roaring of a rampaging behemoth that tossed aside tree trunks as if they were toothpicks and devoured nine ponies at a time. Its jaws dripped blood and fallen ponies dangled from its multitude of snaking limbs.

Scootaloo fell into a fitful sleep only by imagining that her hero Rainbow Dash was standing guard at the cave entrance, cockily defying all danger and unleashing a Sonic Rainboom in the face of thirty monsters to blast them all to oblivion.

* * *

_The next day…_

Big Macintosh pulled a cartload of apples along Ponyville's main street. He chewed a sprig of wheat and nodded greetings to passerby, walking with a distinct spring in his step. A farm pony's work was never done, but today was a special day- the day that marked the end of apple season and the conclusion of two months of applebucking and setting aside crops for the oncoming winter. None too soon, for Big Mac mistrusted the incoming weather. It was pleasant enough in the sunlight, yet the shade was far too chilly to be comfortable, and the gray clouds above seemed here to stay.

Apple season, though, was far from over. The family's livelihood partly depended on the revenue from selling apples at their market stand, an activity usually done by his sister Applejack and sometimes by Applebloom when she was on yet another quest to find her cutie mark. So today he was filling in. Apple sales had been excellent today; the first cartload had sold out shortly before noon so he had brought a second one.

His sisters were still away on their camping trip to a place favored by his Pa and Ma back when he was a young colt. Before their untimely death in a carriage accident when he was eight years old, in early summer they would take him and baby Applejack to a special place in the Unicorn Range where, after spending the night in a snug mountainside cave, they would hike over the mountain pass and watch the sunrise shine through the rainbows of Cloudsdale in the distance. It was a stunning view. Any minute now, he reasoned, they should be heading for home.

"Fresh, juicy apples for sale!" Big Mac called to passerby. Not used to the attention, he murmured a shy "eeyup" or two when asked questions about the apples. Resignedly he settled down at the stall for the rest of the selling day- if it was up to him, he'd stay and do work around the farm while Applejack helped the customers. He wasn't much of a talker.

And then he saw them. Coming up the lane were five ponies, his sister in the lead, who looked as if they had been through five months of hell. He sized them up with a practiced eye: windswept manes, sore hooves, downcast faces. "Applejack! Are ya okay?"

"Thanks to that cave of yours, we're all right," replied Applejack. "But just barely. Ya need to take these fillies back to the farm and get 'em some blankets and hot soup. We almost got frozen to death up there."

"But- but sis, why don't ya take 'em and get some rest yourself? Ah'm fine here."

"Well all right, if you're sure… Twi', Pinkie, ya best be gettin' home. Ah'm mighty sorry our campin' trip turned out so horrible. We best do it earlier in the season next time."

"We made it through because of you, Applejack." Twilight hugged Applejack tightly, trying to put many unsaid and important things into the hug, and the earth pony blushed underneath her freckles.

Pinkie Pie bounded in circles around them like an excited dog, as if the stress and exhaustion of the previous twelve hours had no effect whatsoever. Her mane billowed in rhythm with her limitless sugar-fueled energy. "HUG TIME!" she screeched, and Twilight and Applejack were soon buried in pink fluffy mane.

Applejack led the fillies away. "Ah'll come by later, Twi'."

Which left a very hungry and very tired Twilight Sparkle to walk home on her own, Pinkie Pie no doubt on her way to tell Rainbow Dash all about the adventure. That is, if it could be called an adventure and not a day where everything went south. She wondered on the way home if camping should be renamed 'freezing'. Having been on camping trips with her friends twice in her life so far, neither of which had been very pleasant, she resolved that next year's outing would be to the beaches of Las Pegasus or, failing that, the gardens of Canterlot.

No one ever froze to death on beaches, right?

As the shadows began to lengthen, Twilight felt much more at ease when she arrived back home. Spike had already started a fire in the hearth and was hard at work removing books and dusting shelves. "Twilight!" he exclaimed when she plodded through the door. "How was the trip?"

"Where to begin," said Twilight wearily, shrugging out of her saddlebags. "You know, just any other day. Freezing cold, creepy wind, hiding in a cave all night." She waved her hooves to indicate the 'creepy' wind.

"I made some tea, and there's a fire going."

"Thanks, Spike." She ruffled the dragon's spines affectionately. "Now I should get busy on catching up. I'm way behind on my studies. Oh- and did the Princess send any messages while I was away?"

Spike shrugged. "Nope. Pretty sure I'd know if she did, 'cause you know, the whole burping fire thing and all."

In truth, her studies were right where they should be, but she was not in the most talkative mood. She curled up on the sofa, a volume of Pegasus history in her hooves, and tried without success to keep her mind on the book. Not having to focus energy on staying warm meant that her overactive thoughts could wander. They now wandered to her Princess and what could possibly delay her letter. Never had Celestia withheld or forgotten about sending a reply to Twilight's letters. Something vitally important must have interfered. Her uncertainties about Fluttershy also returned; was her friend just avoiding them or was something wrong?

_CRASH. _A heavy object slammed into her door one, two, three times. Twilight jumped right off the sofa in fright. She hurried to answer it and there in the doorway was a very disheveled Fluttershy. Her surprise that Fluttershy could strike her door with such force, although great, was overshadowed by the shock of her appearance. Twilight had never seen Fluttershy in such a state.

Her mane was a fright and flecked with dirt and leaves, and Twilight noticed a serious slash on her flank framed in dried blood. Shallow grazes covered her face that appeared as if she had lost a fight with several thorn bushes. What scared Twilight the most were her eyes; those cyan orbs that usually radiated love and happiness now only reflected fear. Pure, unadulterated fear.

"Fluttershy! Are you all right? What happened to you?"

The pale yellow pony took four steps through the doorway and onto Twilight's carpet before collapsing. She gasped out several words: "Twilight… escaped… need to talk to you- alone… it's not safe…"

Spike, on a ladder to dust some high bookshelves, caught sight of Fluttershy and tumbled right off.

Twilight quickly took charge. "Spike! I need you to bring clean water and some towels. And get my special potion kit from upstairs." Spike hurried off and Twilight helped Fluttershy to a chair. When Spike returned, Twilight slowly brushed her friend's coat clean of the tree twigs and dirt. She then mixed up a simple relaxation potion from a few herbs and tipped it down Fluttershy's throat. Fluttershy's labored breathing soon quieted, and yet there was no change in her fearful expression.

"Spike, do you mind giving us a little privacy for a while? I'm sorry." The dragon was nonplussed but retreated to the upper floor of the library and Twilight magicked the door shut to be safe. "Now Fluttershy, you're safe now. Whatever is after you won't get you in here." She touched her hoof to Fluttershy's shoulder. "What exactly happened out there? I haven't heard from you in days! We were so worried about you!"

Fluttershy lowered her head and only after examining herself for injuries did she speak. Her voice was a quavering squeak. "I'm sorry, Twilight. I meant to make the camping trip today, but- my animals. They've been taking all my time and energy. They're all so fretful and scared and some of them are getting sick and I have no idea what's causing it."

"Fluttershy- how did this happen to you?"

"This morning I went outside and found a squirrel on my doormat. He was out of breath from- from running away from something, or that's what he told me. He was so scared that his little paws were shaking, and- and-" Fluttershy gasped for breath. "So I brought him inside and gave him some medicine, and all I could get him to tell me was that 'something killed his family.' Then he fell asleep and didn't wake up again…"

The frightened pony continued her story in a rush of harsh gulping and whispered words. "He wasn't the only one. Two of my thrushes are missing and the others won't tell me why, only that they're too scared to go in the forest anymore because of it. And- and- I went to Zecora's today to buy a few herbs, but- oh, Twilight-"

As Fluttershy tried to explain- with many fretful gasps and stammers-what happened to her in the Everfree Forest, Twilight Sparkle began to feel a very familiar chill running down her back. A chill that made her cast a powerful warding spell over her hastily locked doors and windows. She didn't feel much better afterward. None of what Fluttershy now described made sense, at least to Twilight's rational mind, but whatever it was that spooked the Pegasus, it was quite serious.

"I went on a walk to Zecora's," began Fluttershy...

_Fluttershy hovered low over the dewy grasses, flying briskly. It was a shame, she thought, that the day was so gorgeous and she couldn't stop to smell the wild lilies and rhododendron that grew by the riverbank. Her errand was important, though, and there was no time to dawdle. _

_She had a comatose squirrel to tend. And the ingredients she needed for a healing remedy were depleted. She knew she had to fly to Zecora's hut in the Everfree Forest because the eccentric zebra was the only source of these herbs she knew. Yet- the forest. It took the shy pony two full hours to work up the courage to enter its borders. This made no sense when she thought about it, because much of her work with the local Ponyville animals and birds took her within range of the forest every day. Several beaver dams and birds' nests were deep enough in the woods that Ponyville was beyond sight or sound and the only thing for a mile around was dense greenery. _

_The forest was so named because the animals there, and even the weather above it, acted of its own accord. Pegasi and earth ponies had no control over any of it. It was a relic of much older times when untamed portions of Equestria were prey to rampaging monsters and fantastical creatures, many of which were now extinct and found only in history books, but some still stalked its paths to this day. That cockatrice came to mind. _

_This notion had always fascinated Fluttershy, who found it unbelievable that animals could exist freely and without the guiding hand of ponies. She only made forays into the forest to keep a watchful eye on some of the creature populations and offer help when necessary, such as when a nest fell from the canopy of branches where it belonged. But within the last month, a funny feeling crept over her whenever she was in or near its woody boundary. A feeling that made her constantly look over her shoulder in the off chance that something was there, and a feeling that led her to travel very cautiously in case she disturbed anything. _

_Lately this feeling had given way to unfounded dread. Fluttershy knew and respected the unnatural properties of this forest, but animals acting on their own had never caused hairs to raise on the back of her neck, as had happened when she had last visited the beavers' dam. Something sinister was afoot here. It had taken such a firm hold of her mind that just the glance of the woods from her bedroom window sent a shudder through her body._

_Yet Fluttershy couldn't put her finger on what exactly was wrong. It was only tiny things that seemed to change, such as the songbirds which, for whatever reason, had ceased their ever-flowing song and vacated their nests near the forest's edge. Or the den of badgers that, on further inspection, housed several malevolent snakes instead and the badgers were nowhere to be found. Or, further still, the very air itself. There was an oppressive stillness to it that tended to suppress every playful impulse. Before, the woody air vibrated with the untamed life and free energy of a million forest creatures and plants. _

_And now it was as if all that life had ground to a halt. Birds no longer sang in the overhanging branches. The gentle falls of her hooves on the forest floor seemed to echo from tree trunk to tree trunk, like the trees themselves were hiding from an unseen threat and were sounding a warning to the others. _

_For this reason, Fluttershy avoided the ground and kept to the air as she sped toward Zecora's hut. The Pegasus would much rather walk but today she trusted her wings much more. They would make the journey much quicker. "Why does Zecora have to live so far away?" wondered Fluttershy as she flapped her weak wings furiously. Then, a few minutes later: "I wonder if she's noticed anything different." _

_At length Fluttershy reached the zebra's hollowed-out tree of a home. She alighted on the doormat and knocked. The loud reverberations made her wince. "Welcome to you, friend Pegasus. Come inside and share tea with us," said Zecora, opening the door (rather quickly, Fluttershy thought) and ushering her inside. Her cautious glance at her surroundings didn't escape Fluttershy's notice._

_"Methinks you have come for an herb or two. Never fear, I will do my best to help you." Fluttershy handed Zecora her list and sat near the fireplace, sipping from the earthen mug she was given, while Zecora searched through her hut and muttered in a strange language. _

_The hut was cozy and smoky, shimmering with the fumes of whatever brew the zebra had been cooking in her cauldron. Fluttershy found herself relaxing in the familiar atmosphere. Or she was, until she caught Zecora's next cryptic rhyme. _

_"Ponies ought to take care in the woods. Things in the forest have not been good."_

_ Fluttershy stiffened and asked Zecora what she meant, and received only more couplets that, in combination with the steam and the zebra's ominous tones, made her shiver. "Strange things have happened of late, I often fear for Ponyville's fate. The forest has become quite dangerous, its creatures fearful and timorous. If the trees remain as hostile as this, Zecora will move where there are less things amiss." _

_Fluttershy, despite the safety of Zecora's walls and the protective enchantments that no doubt surrounded them, wanted nothing more than to be within her own house. The cryptic words sent chills through her whole body. She paid Zecora for the wrapped package of herbs and thanked her, adding an extra few bits as a tip, and dropped it in her saddlebag. As she made for the door Zecora stopped her and said, "Take care in the woods, dear Fluttershy. If you came to harm I would surely cry." _

_"I'll try," stammered Fluttershy. _

_Zecora graciously but firmly shut the door behind her. All too soon, she found herself surrounded by silent forest. _

_Except..._

_Something had changed, and she could feel it. _

_The stillness was suffocating. She took a deep breath and steeled herself, noticing that the very air she pulled in seemed to resent the disturbance and cling stickily to her lungs. A twig snapped under her hoof and it sounded like the crack of a whip; she let out a shriek and took to the air. She instantly regretted the noise because there was a distinct rumbling sound, coming from every direction, that grew into a low angry drone felt through the sensitive muscles in her wings. Her cry of fear died on her lips. _

_"H- Hello?"_

_The sounds cut off abruptly, but at the same time Fluttershy felt like there was a hidden malice somewhere nearby. She hovered in midair six feet from Zecora's cottage, whipping her neck around in rapid arcs. At that moment she found her strength and put her wings to good use, rocketing away from the clearing and in the direction of home. _

_Tree branches lacerated her face. The speed of her flight sent dead leaves falling to the earth. In her haste she crashed right into a towering oak, her face meeting unyielding and very sharp bark. Leaves sprayed everywhere and she fell stunned to the forest floor. _

_Then she heard it again, louder this time: a deep droning roar, like there was a dragon trapped underground and struggling for freedom. She rose shakily and tested her wings for injury, wondering uselessly why it had suddenly grown so dark. It was near noon when she left Ponyville. _

_By then it was already too late because the noise _was_ the darkness. _

_It rose in swirling tendrils around her, forming itself into large tentacles that writhed like snakes impaled on nails. Amidst this hideous mass was a pony's face- admittedly a blank and malicious one with raw and bleeding holes for eyes, but recognizable as a pony face nonetheless. Yet as Fluttershy watched, her fear rooting her to the spot and turning her muscles to water, she saw that it was not a single pony's face, but nine. Each one rose on a black stalk and fixed its gaze on the pony beneath it. Its boneless limbs of smoke curled and thrashed at the ground._

_It roared. Nine grotesque mouths opened to reveal rows of bloody misshapen teeth, and a sound came out that Fluttershy prayed she would never hear again. It attacked her with horrid miserable screams, the screams of millions of dying creatures or ponies or whatever in Equestria could make such a sound. _

_Fluttershy closed her eyes, hoping for a swift end just to end the torment of those unearthly voices. In her mind she heard the voice of Rainbow Dash: "RUN!" _

_And she did. She bolted away, using her wings to fuel her hooves' speed, and just escaped the crushing tentacle that curved down to meet her. It raked across her flank. Fluttershy ran faster than she had ever run before, well past the point where her muscles screamed from anaerobic breakdown and her lungs seized up from the strain. _

Twilight sat next to the shaking mare, mouth hanging open. She neglected to notice a purple dragon's face peering out of the doorway above her. Fluttershy was shaking so intensely that she could barely speak. "And then- then I ran. I wasn't sure if it was chasing me but I just ran as fast as I could, back here. My house didn't feel safe because it was so close to the forest." At this she burst into tears and Twilight could not get another word out of her.

Spike, who had only overheard the last of the conversation, stood motionless. He didn't know what to make of it all. Twilight pulled a blanket over Fluttershy and held her hoof in an effort to stop the tears. She was as clueless as Spike.

The Everfree Forest was a dangerous place. Everypony knew that, although never, in real life or in stories, had she heard such a story.

Twilight offered Fluttershy her bed, but Fluttershy tearfully refused her offer and slept curled up on the sofa. She caught a few hours of fitful sleep and throughout the night thrashed and uttered wordless cries. Twice Twilight had to pull the covers back over her friend after she kicked them free.

_It's going to be a long night, _thought Twilight as she lay in her wintry cold sheets. The magically conjured fire in her bedroom hearth provided plenty of heat but the chill creeping into her bones was not one that wood heat or all the blankets in the world could remedy.

Tonight, more than ever, she wished for her Princess's touch. The touch that made her feel safe and guarded her from harm. The branches of the trees outside her window looked like evil arms reaching for her. Each tiny noise in the night made her jump.


	4. Chapter Four: Origin

CHAPTER FOUR: ORIGIN

_Western United States of America, Earth, 2012_

Bryn Hansen awoke, as he always did, to a freezing room and the sounds of an argument.

He often fantasized about what it would be like to awake in a warm sunny bedroom, filled with the things he liked, and start the day with a hot meal and his parents' love. There would be no arguments, no temper tantrums or punched walls or thrown objects, just a family enjoying the pleasures of a shared breakfast and conversation. Then he would grab his skateboard and ride up the hill to school. Or- scratch that. The perfect life would not involve schooling of any kind. He would have a great job, a nice modest place of his own and enough money to never want for anything at all.

However, this was the life given him and he had to accept it. No use dreaming about what would likely never be. He had to make the best of what he had, even if it was not much at the moment.

The daily shouting matches between his mother and estranged father set his teeth on edge and in the end, the topic being forcefully discussed was always some irrelevant thing like neglected bills or schedules; the fights stayed in memory far longer than the subject of the argument. Bryn often received his mom's leftover ill will simply because he was a convenient target. Which was more important, the cable bill or the people you love? _If I died tomorrow, _thought Bryn morosely, _my mom would probably dig my dead body up and yell at it some more. _

Bryn stretched his slender, tightly muscled 5'9" frame and brushed sleep from his green eyes. The wind howled outside and rattled the windows of his unheated bedroom. From the burning sensation in his nose, it was in the neighborhood of forty degrees outside his warm blankets and on the edges of the windows was a lacy film of frost. At least he _had_ blankets. He could hear his mother, on the phone in the kitchen, screaming at his father at the other end of the call.

"I'm being stupid? _I'm being stupid!? _I'll tell you what's stupid. Stupid is me, standing there at the fucking bank with ten people in line behind me, trying to explain that there's _no way _three of my checks could have bounced and having the truth shoved right in my face by the fucking bank teller. In front of all those people. And I'll tell you what-"

No doubt his dad was shouting as well. His mom's voice continued, "Oh yeah, like I'm supposed to believe that! Like the car just HAPPENED to break down right before child support is due. Like you just HAD to pay two speeding tickets last month. What about the fucking rent?"

Sleep was a lost cause now. He would be late for school if he slept in any longer, anyway.

Bryn slid from the bunk bed he shared with his six-year-old sister, Serena. He kept his movements to a minimum in case she was still asleep above him. She was indeed still asleep, a shapeless lump wrapped in a Winnie the Pooh quilt with curls of her chestnut red hair poking from beneath the covers. The yelling competitions never bothered her; the girl could sleep through an air raid siren.

Bryn envied her and for a moment, wished he could reverse time and join her in her young innocence. _So much wrong with this world, with our lives, with everything, and she doesn't worry about any of it. Stay safe, little sister. _Bryn gave her the gentlest of kisses on her downy cheek and tucked the sheets in where she had kicked them loose. She stirred, bringing herself out of a deep dream, and whispered, "Is it time for school?"

"Just for me, because certain lucky kindergarteners like you get the day off today." He gently tickled her through the covers. "See you this afternoon?"

"Love you," said Serena drowsily. She rolled over and was asleep in moments. Bryn then searched the bedroom for things to wear.

There were no set boundaries for each occupant of the bedroom, and junk amalgamated together on the shelves or dresser wherever there was enough space. Because Bryn was fifteen and Serena only six, the room gained a comical duality from their vastly different interests. On the dresser were a set of dusty athletic trophies from Bryn's junior high track team days. These had been pushed aside by a large stuffed giraffe and in front of it was a colorful collection of toy ponies, as if the giraffe was a general leading the plastic horses into battle. The purple beanbag in the center was the only other piece of furniture save the bed and dresser, and it supported a pile of mismatched ballet clothes and Bryn's socks. The walls held several of Serena's kindergarten fingerpaintings and watercolors and a Bob Marley poster which was far older than Bryn. _It gives this place some style, _he thought.

Bryn silently slipped into his sweatshirt and slung his backpack over one shoulder. His trusty skateboard was tucked under his arm. His attention to appearance consisted of a comb drawn quickly through his unruly black hair. And so he began his day, a day like hundreds of others, just an ordinary high school freshman trying to make it through to the end.

Yet Bryn was not an ordinary fifteen-year-old. Not by any stretch of the imagination.

All across his hometown of Eureka, his classmates were bundling themselves against the bitter February weather and either catching the school bus or getting rides from their parents. Monday mornings meant irritated teachers, homework deadlines and shitty breakfast food in the cafeteria. To them it was just another day with nothing to fear except the wrath of Mrs. Jordan, the hormonal and foul-tempered biology teacher.

For Bryn it was a matter of life and death.

He bypassed the living room where a fire crackled and his mom bawled curses into the phone receiver. It was better to ignore her when she was in these phases, so her anger would go to his overworked father and not him. He felt sympathy for the man, who lived a hundred miles away and worked long hours at a power plant to support the woman who had exiled him. Bryn took an apple from the kitchen to munch on during the commute but, as he found out when he opened the front door, the commute would take longer today. Two inches of snow had fallen during the night and his skateboard was now useless. "What else is new," he muttered.

The long and chilling walk past the dismal apartment complexes, the swimming pool and up the hill to his high school only allowed more time for his fears to percolate inside his mind. These fears were like imaginary friends, or persistent ghosts, in that they never completely left him. He could feel their footsteps behind him when he walked and see their shadows on the walls at night. Namely, they were two: the fear of losing his sister and the fear of others discovering his secret.

This is Bryn: a contradiction in personality and habits, a social hermit viewed as uptight and snobbish when in reality he is simply shy; a person thought cold-hearted but who possesses a heart far overpowering his head; and someone misunderstood and ostracized by his female peers because even if he knows how to love and care for someone else, he sees all girls as shallow and brainless lemmings. He carries love for only one girl, his sister Serena.

Anyone watching them could see they were close, as siblings often are. Bryn and Serena communicated at a level usually reserved for married couples of many years. When his mother was on nightshifts working as a security guard for the gold mine several miles outside of town, the responsibility for feeding and caring for Serena (and for a little while, diapers) fell on her older brother. Thus they grew up together, played together and knew each other like two sides of a coin. The only thing keeping Bryn from leaving the hellhole of his hometown and seeking his fortune elsewhere is the knowledge that no one would be there for her. She is the bright spot in his darkness.

And this is also Bryn: a young man who possesses a secret gift. Or, in his way of thinking, a curse. One that he wishes he was never born with.

* * *

He remembered the first time it happened. It was a vacation trip to a lake, in the golden years before the divorce. Bryn was eight years old and his mom, mostly happy in her marriage and without as many lines of stress and worry in her face that she carried now, was heavily pregnant with his unnamed baby sister. The sun shone down on a beach of golden sand. A summer breeze whispered through the pine trees around the lake, fluttering beach towels and umbrellas of those who welcomed the onset of summer. The lake itself looked almost fake, its deep picturesque cerulean color too vivid, as if it was plucked from the pages of a child's picture book. Sailboats with vibrant colors bobbed in the distance.

It was early June, and at that time the mountain lake had not fully shed its chill from earlier months of snowmelt. The upper layer of water was temperate but below five feet was paralyzing cold. Only the adventurous (or the scuba divers with insulated wetsuits) were seen swimming, although farther out on the water were jetskis and wakeboarders. Bryn made castles and dug holes in the damp fragrant sand while his dad, full of chesty bravado, jumped flailing into the water while his mom watched and laughed.

An eight-year-old boy will always want to imitate his father. Bryn was no different. Soon he tired of making sand shapes and wandered close to the lapping waves. His parents, ten feet away on the shore, warned him to stay close. Yet he longed for the adrenaline rush of swimming in the lake although he was, in truth, a weak swimmer.

So he waved to his mom and dad as the waves caressed his feet and he waded a few feet out to where his knees were submerged, then his thighs. No one saw it coming: a wave of abnormal size that slammed into the shore. His parents certainly didn't, as they shared an intimate kiss on the beach and their hands explored each other's bodies.

The wave itself was not the true danger. True, it hammered Bryn at waist height with enough force to knock him on his back, but he thought it was all good fun until the water receded and easily pulled his sixty pounds beneath the surface. Another wave followed the first and sucked him deeper. The worst thing was the disorientation of being weightless in the churning water and not knowing what direction to go; he kicked and thrashed to right himself.

The sandy bottom was at that point only three feet below him, close enough that he could stand with head and shoulders exposed in flat water. However, the sudden rapid currents gave him only seconds, not enough time for him to regain his balance and swim for shore. The waves screamed in his ears to match his own muffled screams; the ebb of the current pulled him yet farther, where the bottom suddenly dropped out of reach of his legs: ten, fifteen, twenty feet deep and further into murky blackness. Bryn had only received three swimming lessons so far. He didn't know any of the basic rules of open water swimming or, for that matter, how to swim at all. The lessons on floating seemed a lifetime ago.

In hindsight, all he had to do was relax, roll over, and swim for the shore that was much closer than it seemed. But he panicked. He imagined himself drowning helplessly, suffocated under crushing water with no one to save him. He reflexively gasped for breath and icy cold water seared his throat. At that moment, while his dad ran madly to the shore after noticing his absence, something remarkable happened.

Bryn tried to visualize his next action, which was to orient himself and move his arms toward the surface and oxygen. Instead, the panic overwhelmed all rational impulses. He strained for where he thought the shore would be. Instead of his arms obeying the command of his brain, there was a sudden disorienting flash of orange light, the uncanny sensation of his muscles turning to formless rubber, and beneath him was solid wet sand.

"BRYN!" He heard his dad's shout from a long distance away. His throat was sandpaper and his ears were stoppered by frigid water. Suddenly he felt a towel wrapped around his body and strong arms lifting him up. He violently coughed up the water in his lungs.

Sheer relief at being alive brought hot tears, but he blinked them back because it wasn't like a man to cry. He clutched to his father desperately. "Bryn! You're okay. Shhh, you're okay." Then his mom was there, with comforting touches and kisses, and everything was all right again.

Bryn avoided the water for the rest of that afternoon and stayed near his parents on the beach. His curiosity about what had exactly happened under the lake's surface came much later. His dad, who had seen the strange orange glow but dismissed it as a trick of the sunlight playing across the waves, was too overjoyed to see his son safe to notice that Bryn's appearance on the sand was quite sudden- or, more to the point, that he reappeared twenty feet down the beach from where he had went under.

* * *

_And that, _thought Bryn, _was only the first time. _

He could have dismissed that occasion as a miracle, if it had been the only time such a thing had happened to him. But it wasn't. _Seven years later and I still can't really control it. _

At twelve Bryn was given several Spider-Man comic books. Naturally, he read through them multiple times and built up the notion that this thing, whatever it was, was his very own superpower. Peter Parker had his spider abilities, his web-shooting and wall crawling, and Bryn could- well,_ teleport_.

The word 'teleportation' carried with it ideas of mad scientists and technology that ordinary people could only dream of, things plucked from a growing comic book collection and the overactive imagination of a young boy. He fancied himself with a cape and secret identity, and a mission of defending the helpless, as Spider-Man did, with his powers. It was a talisman he could carry within his chest and use to boost his self-esteem when his life started to go south following the divorce.

Except teleportation was the wrong word. His experiments with it, done in secret in the sparse woods behind his house, were all failures. He found that it only manifested when he was under extreme duress, for example in danger of imminent drowning, and its results were varied. And unlike his idea of how teleportation was 'supposed' to work, it was not always instantaneous, as the lake incident had been; he had very little control over the end destination. Once, he visualized the base of a spruce tree and willed himself to it, but it felt as if he drifted formlessly through the air for several seconds only to land ten feet short.

One thing struck him during these experiments, though. His body, normally a solid thing, became almost like air. He found that he could pass his hand (or what he thought was his hand, because it too was not solid anymore) through his torso with no resistance. The only strange thing was the orange light that accompanied the transitions. It seemed to emanate from his very skin during a teleport, or a 'phase' as he called it, and during these phases he was invulnerable to any solid objects. Later he became adept at phasing directly through trees and boulders.

Bryn restricted the tests of his newfound power to the forest because he was continually afraid of the telltale glow revealing him to be something different, something other than human. He didn't want his parents finding out, much less his classmates. This thing, which fate (or genetics, radioactive spiders, or cosmic radiation) had bestowed on him, was a gift that he had to safeguard and use in the correct way.

As he grew older, he toyed with it less and less because life had slowly made him afraid of being different. _I'm like Peter Parker, _Bryn often told himself. _We're both outcasts with secrets that we hide from others, for their own good. To protect them as well as us._

The year Bryn fully honed his powers, and the year he later abandoned them, was the year he was in sixth grade.

Bryn's home life then, two years before the explosive divorce, was the polar opposite of his experiences in elementary school. He woke up each morning dreading to go to school and begged his mother to let him stay home. "Everyone has to go to school," she would tell him, bouncing baby Serena in her arms. "I went to school, and I'm still here. I survived, didn't I? It's the best time of your life because you don't have to pay car insurance and rent and deal with all the problems of being an adult."

He reluctantly stood in the driveway at 7:55 each morning to catch the school bus and on the trip, he would say a silent prayer that the day passed without incident. _Wasn't school supposed to be fun? With the nice teachers and playgrounds and everything? Why is it so horrible? _

And it _was_ horrible. For Bryn, at least.

Bryn's hometown held about thirteen hundred people within the town limits proper. A town of this size or smaller has a certain dynamic, a clannish and exclusive atmosphere, and compounding this was its distance from any other settlements. The nearest town was seventy miles away. People born and raised there tended to stick together in a jam, and rightly so, because often your neighbor was the best source of help when something went wrong.

However, newcomers to Eureka who moved there for job prospects often found it unwelcoming at first. It was like one of those old gangster movies of the 1940's where a group of families had controlling interests in everything from entertainment to food, only in a much more nebulous way. You were nobody, in other words, until you had set roots down in the town and proved your value and trustworthiness. The opinion of 'locals' mattered more than yours did. Bryn's parents had only lived there for seven years.

The schools were no different. With a school-age population of perhaps 250, divided between the elementary and high school, average class sizes were 15 to 25 per grade. His sixth grade class held sixteen students. These small classes only exaggerated the fact that school-age kids form alliances and tightly regulated cliques, and someone like Bryn, a social loner, was left without any friends in the class. His fiercely independent personality often rubbed others the wrong way without him ever meaning to.

_It wasn't like I went looking for trouble, _remembered Bryn. _When the bullies were claiming the swings or the merry-go-round just because they were bigger than other kids, for no reason other than brute dominance, I would hang around the edges of the playground where the grass was sparse. They never came over there. Besides, the teachers favored their pets and suck-ups who, often enough, were the bullies themselves. It was best to stay out of everyone's way. If you weren't one of them, you were an enemy. _

It was a single day that changed all that, a Monday in late April. The day started out well enough. School bus, Power Rangers backpack, paper bag lunch, math class first thing in the morning. Then history and English and spelling. He sat alone at lunch to eat his bologna sandwich and afterward ran to the playground to enjoy the fifteen or so minutes before classes resumed.

The swings were free, Bryn noticed, so he hurried to claim one. He enjoyed the swingset most of all. Every child dreams of flying and the swings were the playground's best simulacrum of flight.

When he reached the apex of the swing's arc, during that split second of near-weightlessness before gravity's inevitable embrace, it also reminded him of the sensation of phasing. All the laws of physics and matter ceased to exist.

Bryn pistoned his legs to get momentum. Just then he heard a girl's shout from the vicinity of the slide directly opposite him. One shout among the clamor of children at play was nothing to worry about, but he saw that its source was a blonde third-grader who had been roughly shoved out of the line for the slide. The shover was a classmate he knew well and hated: David Stern. A dimwitted meathead if there ever was one. He was at the head of a clutch of fifth- and sixth-graders taking possession of the slide and denying entrance to any others.

Letting the swing wind down, he watched as the girl- _I think her name is Katie_- ran off crying to the nearest teacher. The playground was supposed to be patrolled by three teachers at all times. Today there was only one, the petite kindergarten teacher. Bryn couldn't hear Katie from his distance, but the teacher's advice must have been rubbish because she made no move to discipline the kids at the slide or, at the very least, comfort the crying girl. Katie, in snuffling tears, climbed halfway up the jungle gym and sulked.

Anger boiled hot in Bryn at this injustice. Weren't teachers supposed to uphold fair play? By then his swing had lost all momentum and he watched the slide uneasily. David and the others took turns sliding down in dramatic poses, driving other kids away by their noise and presence alone.

When another girl was shoved, hard enough to knock her into the gravel, Bryn had had enough. Months of anguish at the hands of these idiotic bullies came boiling to the surface- all the snide comments and being tripped in the hallway- and now it was happening to someone else, someone who might not have been able to defend themselves as well as he could. He felt those shoves and hurled insults as if they were all happening to him. Bryn leapt from the swing and walked resolutely over to the slide's ladder.

David Stern never saw it coming.

Bryn anchored his legs and bodyslammed David off the ladder. He made a satisfying _thud _as he landed and the air was driven out of him. "You little-" he shouted, and came up swinging. But Bryn was ready. He dodged David's lumbering swing which was aimed for his nose- _the dirty cheating bastard- _with a neat sidestep and countered with a blow to his blubbery stomach.

David was four inches taller than Bryn and had a weight advantage of over fifty pounds, but Bryn was much quicker. Things were not going David's way in the fight at all. "Mess with someone your own size," Bryn bellowed. He hit him again and again, driving him further from the slide with surgical punches. David might have come out of the fight with broken bones had Bryn not forgotten about the other kids behind him.

He aimed another punch at the bully's scowling face but it never connected because someone pinned his arm and another kicked at his ankles. David's friends had come to his assistance and in a matter of seconds Bryn was in a very grim situation. That freckle-faced punk, Jason, had his arms trapped behind him and thus he was an easy target for David's angry fists. David got two punches in, hefty thudding blows to Bryn's ribs and mouth, before Jason released him.

"Teach you to mess with me, you little weasel." He spat on Bryn's shirt.

And in the next three seconds a number of things happened very quickly. Jason locked his arms and pushed Bryn into the hard gravel; David hauled back his foot to aim a kick at Bryn's face; and Bryn- _flinched._

He flinched (or more precisely, phased) away from the kick. If successful, that kick would have added several broken teeth to his growing collection of bruises. There was a soundless ripple of brilliant auburn light and Bryn was nowhere near David's foot or any of the attackers. He instantaneously reappeared five feet away, solid and whole and shaking with fury.

"Too scared to fight me one-on-one?" screamed Bryn, spitting blood from his mouth. "Have to get your pussy friends to back you up?" Only then did he realize what had just happened- that his uncontrollable ability had suddenly gained a measure of control. _So I have to visualize exactly what I want to happen, at the speed that I want it to happen. Interesting._

But he had also used his ability in front of sixty witnesses, seven of whom were only feet away and witnessed it in all its unbelievable glory.

David Stern, lip bloodied and shirt torn, backed slowly away from Bryn. He had just witnessed something that defied all common sense. That wormy kid Bryn Hansen had almost beaten him senseless, for no reason at all, and just when he was going to teach him a lesson, Bryn vanished and reappeared somewhere else. It was like a magic trick.

Bryn felt his blood turn to water. The kids around him either ran for their lives or remained frozen in place, unable to comprehend any of it, and Bryn caught sight of David running to the teacher- no doubt to tattle him out like a coward. The implications of what he had just done began to sink in. _Oh god… what did I just do? Everyone thinks I'm a freak now. That I'm unnatural and dangerous. They're probably going to expel me from school and do weird tests on me and probe me for my secret. I have to get out of here. _

Complete silence reigned on the playground. Every kid had seen the fight and known that something extraordinary had happened; the classroom bell rang but no one heeded it. And as for Bryn, he remained rooted to the spot, legs shaking as if they would soon collapse.

The teacher walked resolutely toward him, flanked by David. _At least I got some good hits on the fucker. _

Then, when she called out his name, no doubt to discipline him and not that slimy kid dogging her heels, Bryn ran. He ran as if a legion of monsters were on his tail. He ignored her frantic shouts and whistle blasts. He ran across the playground, through the gate to the parking lot, and into the trees beyond the hill. He ran well past the limits of his muscles. His breath was deafening and his heart hammered like gunfire. Moments later, he fell to his knees and vomited painfully, but even that didn't slow him down. He wiped puke from his lips and bloody shirt as he ran. Not until he had put a full mile between himself and that abominable schoolyard did Bryn stop.

* * *

The Eureka school system kept meticulous paperwork on its students. If a girl caught a high fever and went home with her mother, there was a record of it somewhere in one of many file cabinets. Also noted were any 'infractions' as they liked to call them, instances when someone put a toe out of line. One day in the spring of 2012, a newly hired administrative assistant named Robin got the task of reorganizing the records of these crimes and punishments and discarding those older than six years. The file was organized by date and the latest incidents were filed first. Consequently, Robin found that a disturbing number of cases had one student at the bottom of them or tangled up in them somehow. That student was Bryn Hansen.

Intrigued, Robin pulled out several folders and examined their contents. Each one represented two months. Here was a record of a fight which left two teenagers in the hospital. And there: an account of a vandalized locker and destroyed belongings, with no culprit named but Bryn Hansen suspected. _Interesting that such a small school has such troublemakers and unsolved mysteries_, thought Robin.

Bryn was not a bad kid in the mold of delinquent losers destined for thirty years of dead-end jobs and brushes with law enforcement. Life simply dealt him a bad hand.

No memories from the days after that playground fight were any good. Ever since that fateful day his life had been a swift tailspin starting with the month-long suspension from school following the fight. If it had been up to him, he would have abandoned school and become a runaway, but his parents would have none of that. The suspension was, of course, in addition to the severe parental beating Bryn received for his behavior.

Bryn got the feeling that not even the elementary school principal knew what to make of the whole affair. The staff was dealing with him as they would any other dangerous and incorrigible student, and that was a thirty-day quarantine interspersed with harsh words detailing the consequences if he did not 'shape up'.

His suspension allowed ample time for his mind to wander and think about the circumstances that had landed him here. Often he wondered where his head had been. All he had to do was stay on the swingset, ignore the bullies, and mind his own business. No one was getting hurt, right? Except that Katie girl's emotions, perhaps. But he HAD to start that fight and end up blowing the secret he had worked so hard to safeguard.

Had he truly been fighting for the benefit of Katie or those like her, the victims of a few bad apples like David Stern, or only to satisfy his own misguided sense of justice and personal superiority? And what was the difference?

He avoided thinking about the years in between that incident and the present day. It was a time in his life that he wished he could erase.

The truth hit Bryn during the summer after sixth grade. He had emerged from suspension to find that most of his peers either shunned or openly antagonized him. It was more of the same, really: jeering comments, purposefully tripping him on the school bus or in the classroom aisles, even spitting in his lunch tray. The naked truth about bullying is that in order for it to stop, either the authority (in this case, the school administration) needs to put an end to it or the bully needs to reach an understanding with the bullied. Bryn soon learned that the teachers were in no hurry to enforce these rules, and when they did, he was treated as equally guilty.

What was a guy to do? Was it his fault that when his lunch tray was spit upon and knocked to the floor, he grabbed the tray and used it to knock the two offenders unconscious? Or that time his locker was smashed and the books inside vandalized. Not only did the principal blame Bryn for destroying his own belongings, he tried to make him pay the school back for the damage.

The school treated him as a budding criminal. His classmates feared him. But as Bryn walked the fine line between intermittent detention and expulsion, he realized that there was no other course. The only one that would stand up for him was himself. And if it meant going against how things were done around here, so be it. He would not submit to them. He had scars from fights and gave many more in turn; even as he became known for being violent and unstable, he grew more introverted and shy and avoided confrontations. Fighting was his one way of dealing with those who just _had _to fuck with him. Needless to say, he never used his powers again following the sixth grade fight. Ordinary punches (or in extreme cases, hard plastic lunch trays) worked just fine.

In his heart Bryn only wanted to be done with high school and go his own way. _Only three more months and three years of this hell. Then I'm free._


	5. Chapter Five: The Last Day Of My Life

CHAPTER FIVE: THE LAST DAY OF MY LIFE

Sometimes, you can predict how a day's going to unfold before it's actually happened.

It's a strange and unpredictable skill to have. The 'skill' you think you possess might be only common observations, such as how much sleep you had the night before, the presence or absence of caffeine, or how many minutes it took to start your car. Or it could go far beyond that and be based off a bunch of esoteric nonsense like ancient prophecies and the alignments of planets. There's no mistaking that gut feeling when you start your morning with such a premonition. You feel it in your very bones. When something is going to go right (or very, very wrong), you just _know. _

Whether your hunch is good or bad is irrelevant compared to the feeling itself. Then, when you look back at the day and your prediction was correct, you might wonder if you have any secret family history of divination or if the day itself was somehow _meant _to be the way it was, ordained this way by fate or some distant deity.

Bryn Hansen professed no religion. He hadn't thought about it much, but the concept of some random celestial bastard bringing everything into existence within a single week seemed a little far-fetched. So did the idea of said celestial bastard having influence over your every move.

But, if there is no deity or fate, then where do such things as premonitions come from? Are they like dreams, in which your brain merely tries to make sense of things recently in your life, or are they a warning from Higher Up about something sinister in your very near future?

"Hey, are you going to take your tray or what?"

The serving attendant glared and snapped her fingers. He blinked and realized he had just spaced out while in the line for breakfast. Eyes glazed over, staring into space, the whole nine yards. _Real smooth, Bryn. _He muttered "Sorry" and took the plastic tray of food held in front of him.

"Next!" she called. There were fifteen others in line behind him, each teenager yawning but eager for their morning meal of mediocrity. He swiped his meal card in the wall-mounted machine.

Bryn carried the tray to his favorite table in the corner of the lunch room, next to the school trophy case. The entire wall was a glass cabinet and held dozens of athletic trophies in hermetic grandeur. The seat he chose was opposite the trophy awarded for state basketball champions of 1973. Eureka High's team had never won since then, although they had made the playoffs several times, and with the current basketball coach- the school's computer technician, who knew computers but really couldn't tell one end of a basketball court from another- he didn't expect history to repeat itself.

No one usually sat at his table, save one or two chess club geeks during lunch period, but for breakfast it was always empty and Bryn preferred it this way. He liked eating meals without being bothered.

Most students at the high school ate breakfast at home and arrived later. However, the school also received grant money to provide needy students with healthy meals if they wanted them. This was a recent development brought about by the current principal at the request of parents such as Bryn's mother who worked night shifts or worked too early to feed and transport their kids to school. For the low and state subsidized price of 30 dollars per month, the school would give your child breakfast and lunch every school day, to the tune of less than a dollar per meal. The lunch-only plan ran $20. Meals were deducted from the student's ID card; woe and a $15 charge to the student who misplaced it.

In Bryn's case, he was certainly not starving, even if his normal breakfasts were nutritionally lacking. He thought it was simply better to eat in peace without navigating the minefield of his mom's morning temper. He even volunteered to pony up some of the cash. The half-hour of silence was worth it. It was ideal thinking time, or for catching up on late homework.

"And I've done too much thinking lately," he said to himself. His cheeks were still red with embarrassment over holding up the breakfast line. _Seriously? Am I that far gone? _He rubbed his temples with the heel of his hand. A small headache was brewing there, no doubt from everything tumbling through his mind this morning. For some reason he had been thinking about some pretty deep shit lately.

It started when he began his daily ride to school (well, in this case walk, because two inches of snow would cripple any skateboard), and started thinking about the not-so-secret secret powers that he possessed and how everything in his life revolved around keeping them concealed. _And it's not like I can ask anyone about this, because who would believe me if I told them? _

Last night he had been kept awake by nagging doubts. Roughly within the last year, he had gone from blindly accepting his unique gift to critiquing it and searching for any other individuals with similar abilities. The playing field was admittedly sparse. This got him started on the premonition stuff, because he was no stranger to the feeling. Sometimes he thought it was part of his abilities to be able to, so to speak, cast a mental fishing net into the future of the day and get a rough estimate. Unlike his phasing, this was uncontrollable. These gut feelings just happened at odd moments.

A sinister feeling is sometimes preferable to no feeling at all. And today he felt absolutely nothing. It was a terrifying blank slate, an event horizon, and anything could happen.

* * *

Bryn thought the school breakfast program was the only worthwhile thing Principal Davis had done for the place. The man only cared about the football and basketball teams and about padding his wallet, and to hell with academics. The Mercedes sedan parked outside was proof of that. But Bryn was thankful for small blessings, and had even told the principal so. He couldn't even find much fault with the food. At least when the regular cook was working. If not- well, on those days you were better off making your own breakfast. Your stomach would thank you later.

Today's menu was a breakfast burrito, yogurt, a banana, and apple juice. He dug his spoon into the pale white goo and swallowed. It was still resolutely gray and chilly outside; the concrete steps and patio beyond the window were blanketed in snow dotted with students' footprints. It wasn't the most cheerful of days, and the clouds above matched Bryn's mood well, but he had hope for this Monday. It was the first Monday since the holidays. Unlike some schools that allowed three months for the summer break and two weeks for the winter one, Eureka High School gave its students fifty days, more or less, for each.

More to the point, it was the Monday that marked the beginning of the second half of freshman year. _This horrible semester's going to be over soon, _he thought. He bit off another chunk from his burrito.

Students began to trickle in as he finished his meal. It was common practice to hang around the lunchroom or the foyer before classes, as there wasn't really anywhere else to sit other than the hallways or the snow-covered benches outside. When 8:40 rolled around and the warning bell rang, most of the tables would be occupied with kids socializing or snacking in the last free minutes before class. When the lunchroom was fully alive with chatter, he deposited his tray by the kitchen and went to collect his supplies for the first class of the day, which was algebra.

His locker in the freshman hallway had seen better days. Its door was bent from thirty years of students' kicks and scuffs, and the bottom edge stuck out an inch so that it rattled loudly when opened and shut. This was not Bryn's fault and had been in this state when he rented it. There was also a dent at eye level which was the result of a human head hitting it at high velocity- this one was in fact Bryn's fault- and demonstrated the dangers of trying to sneak up behind him and shove him while his back was turned. A simple dodge, quick headlock and the bully's head met the locker with a satisfying crash. Bryn pulled it open and took his calculator, math binder and pencil. Most would hang their backpacks up and leave it there until classes finished for the day, but not Bryn. He had a habit of keeping it close at all times, born from days in elementary school when bullies might try to swipe his pencils or other supplies. _Old habits die hard, _he thought dully.

He shouldered his backpack and headed for math class. Math and science classes met in three modular buildings set out behind the school while the original classrooms were being remodeled. This meant a quick but chilly walk down the west hall and around the industrial arts classroom to the exit, then up the hill. When the bell rang, Bryn was already in his seat near the back of the room.

_How I've missed this place. I just can't get enough of cramped desks and angry teachers and low-grade insulation that barely keeps your joints from freezing solid. _

"Good morning!" called Mrs. Bell, the math teacher, once everyone had settled into their seats. The chatter died down. "Did everyone have a great holiday break? I know I did. I'll have to hit the gym for a month to work off all the Christmas calories."

There was a murmur of assent. Those in the back broke into loud banter again, while the girls in the front rows tried to look studious and attentive. Their confused faces gave them away. No doubt the two months of tanning beds, TV and gossip exacted a heavy toll.

"I'm well aware of the fact that it's cold in here, maintenance is supposed to be bringing over an extra space heater but until then, we'll do the best we can. Now, who can tell me where we left off in our textbooks? A bonus point to whoever can solve… this equation." She wrote a math problem on the board. "No one? This should be easy for anyone who actually read through and remembered chapter seven, covering radicals and radical expressions."

Bryn scribbled some calculations and arrived at the answer. He remained silent as was his habit, however. He would never make a sound in class unless participation grades depended on it.

"It looks like we might need a quick review of fractions and radicals before we continue on, because some of you might get lost if you don't have a clear grasp of this stuff. Let's start with the basic radical laws…"

He slowly filled a notebook page with ordered notes, even as his mind was elsewhere. It was a skill he had mastered early in his schooling. His hands could write and his face could look towards the blackboard, but his eyes would be anywhere besides forward. Part of it was being mindful to his surroundings and sometimes the answer to a difficult problem was in plain sight on another student's paper. Bryn was not a cheater; he always made every effort to do his own work and succeed under his own power, yet he was not above using his sharp eyes to get himself out of a jam, such as a teacher calling him out unexpectedly. He hated being put in the spotlight.

"Now once we have this expression written out into its constituent parts, we see if there is anything in the denominator that can be cancelled," continued Mrs. Bell. He wrote down the problem and heard a soft _thud_ on his desk. Someone nearby had flicked a note to him while his head was lowered.

Passing notes in class was, naturally, frowned upon. He kept his movements relaxed and slowly unfolded the paper. It bore a crisp feminine script that he didn't recognize.

_Hey… I'm not trying to be weird or anything but I noticed you sitting alone at breakfast. I'm pretty new here and I haven't made any friends yet. The kids here seem really judgmental and so far they've ignored me. Maybe we could be friends? If you want. _

Bryn kept his gaze focused while his eyes darted snakelike from classmate to classmate and finally alighted on a girl sitting behind him and to the right, a girl that must have transferred in just before the break- or at least, one that he had failed to notice in classes before. She gave him the tiniest of smiles and returned to her work. It was hard to look back at her without being obvious. He managed to see straight brown shoulder-length hair and a cheerful face with prominent dimples. Her sapphire eyes, wide and innocent, were shrouded behind gently curved bangs that fell past her eyebrows, but what caught Bryn's eye the most was how she sat in her seat.

There was no phony posturing or sucking up to the teacher. She just was there, quiet and attentive, head shyly lowered over her work. It was as if she was trying to be invisible in plain sight. Admittedly he was taken aback, both by the honest sincerity of the note and by this mysterious girl he guessed was its author. Everything about her was intriguing.

A bead of sweat trickled down his forehead. Bryn had a bad track record with girls and had never dated or even kissed one, although not from a lack of trying; any girl that gave him a second glance was usually shallow and only after his appearance or looking for a change of pace after dating several football jocks. In addition, he tended to choke up from nervousness when talking to a girl because he was never sure what to say. Small talk defeated him. He found it easier to avoid girls altogether.

And now that one was mildly interested in being his friend, he was at a complete loss.

He wrote underneath her lettering:

_My name's Bryn. I'm not much of a talker or a socializer but if you want to, we can sit together at lunch. I know how this place is and sometimes it's better off being alone. What class do you have next? _

Mrs. Bell droned on about exponents and factoring. When her back was turned, Bryn flicked the paper to the girl's desk with a quick wrist. Only then did he think, _What if it wasn't her? What if I sent that note to the wrong girl? _He calmed his breathing and reminded himself that today was the first time he had seen this enigmatic brunette. He glanced back and to his relief, she was writing on the note and- _smiling!_

The paper, now folded into a triangle, landed on his desk again.

_I'm Caitlin Thomas. _

_I'd like that… finally I'll have someone to talk to that isn't calling me fat. And I have band, then science, and English. __J_

Bryn chanced another glance at Caitlin. _That's such a pretty name, _he thought, and to his surprise her grin was warm and genuine. He wrote a final response and despite everything he couldn't stop the smile and the flush of color creeping into his cheeks.

* * *

The morning seemed to take days. Whether it was his unwillingness to get back into the swing of a class schedule or his anticipation of meeting Caitlin at lunch, the minutes dragged. He put in a substandard performance for band class, for which he played trumpet. Most of the instruments owned by the school were decades old and needed repairs; Bryn's trumpet had issues and would play several notes off-pitch. Even though Caitlin sat in the row in front of him, cradling a dented French horn, the honking and screeching of wind instruments played by unskilled teens made conversation impossible. History and English were worse than band because there was no temperamental instrument to distract his wandering mind.

At long last, the lunch bell rang. Bryn practically skipped out of English and the reading questions due Wednesday were already stuffed into the farthest reaches of his brain.

For the first time in a long time, Bryn Hansen didn't know what to do.

_It's only a girl, one that probably wants homework help or a shoulder to cry on. So why are you acting like you're walking into a knife fight? _As he headed for the lunchroom and took his place in the line, he began to wonder if he would rather have the knife fight instead. At least it would be straightforward.

He patted and tugged at his clothes. They just didn't seem to fit right on his body. And his hair- well, there was nothing he could do about that. It had a secondary brain that acted independently of his own, and as he absently brushed the mess out of his eyes, it fell back into place two seconds later.

_Fuck it. Caitlin won't really care about how my hair looks, will she? Either she's sincere or someone put her up to it in order to make a laughingstock of me. Or maybe she'll chicken out. I don't care either way. _Bryn took his lunch tray- pepperoni pizza, green beans, roll and pudding- to his table. He sat down and began eating, eyes lowered, and he hadn't even made it through the first pizza slice when someone said, "You're right where you said you'd be."

And there she was, standing across the table from him.

"Yeah," replied Bryn. "Where I always sit, I guess. Do you want to sit down?"

"Thanks." Caitlin surprised him by sitting, not opposite him, but on the seat to his right. It added unexpected intimacy to the encounter and Bryn was a bit unnerved. She was close enough that he could catch a whiff of her strawberry-scented shampoo.

"So Caitlin," Bryn began, liking the way her name sounded on his tongue. "You're new here?" He honestly couldn't think of what else to say.

"My family moved here two months ago. My dad used to work in Las Vegas, and then he lost his job and my mom found a job at the bank downtown. It's a little tight right now though, 'cause my dad can't seem to find anything. And I hate this school so much."

"Damn economy, right?" When he noticed that his joking tone and curse fell flat, he backtracked. "I know what you mean. It's hard for my mom and dad too."

Caitlin nodded and chewed her pizza thoughtfully. She seemed to be sizing him up, watching how he acted, and he knew this first impression was vital.

_Should I talk about the weather now, or that dumb essay in Mrs. Todd's English class? _Bryn thought. On the rare occasions that he used words, he was not one to talk circles around a subject and fill the air with frivolous noise. He got straight to the point. At the same time, he didn't want Caitlin to think he was snubbing her or being arrogant. He put to her the question that had badgered him all through the morning, as kindly as he knew how.

"I wanted to ask, why'd you send me that note in class today? I've never talked to you before this minute. I mean, I appreciate it and I'm kinda honored you'd want to be my friend. You're the first one that's ever asked."

"You'll probably think I'm a creep if I tell you the whole story," said Caitlin, smiling at him. "Sure you want to hear this one?"

"Hey, it can't be any worse than listening to Bell go on and on about fractions. _Then you take this denominator…_" He imitated her monotonous vacuum-cleaner voice and Caitlin laughed. She had a peculiar way of laughing. It was shrill and escalated in pitch, finishing with a loud squeak.

At that moment, something deep inside Bryn's chest, something long forged and then drowned in a vat of liquid nitrogen, began to thaw. It was her laugh that caused it. Such a simple thing to do, but to him, Caitlin's laugh was beautiful music. He realized how long it had been since there was anything in his life worthy of laughter. With a throwaway line that was the furthest thing from funny, he had made her laugh and suddenly he was thinking of other ways to amuse her.

"Well… it's silly really. Have you ever just seen someone and felt like you've seen them before or known them from a different point in your life? You don't know them from the next guy, you've never heard them talk or seem them smile, but they catch your eye." She paused to dig into the pudding. "You probably don't remember. Right before the break, there was that day where it was sunny enough to melt most of the snow?"

"I remember," said Bryn. "The day when the school bus slid out of the parking lot because of all the black ice. That was your first day, right? I saw you putting your books into the locker four spaces down from mine. Blue tank-top, pink backpack."

Caitlin was stymied for a moment by Bryn's uncanny memory. "How- how did you remember that much? Were you stalking me?" She chuckled. "Not sure if I want to be friends with a stalker."

"No, nothing like that," he answered and found himself laughing along with her. "Just- just little things I notice. I'm like that, I pay really close attention to things and people around me because it can mean life and death sometimes. If you act like you're not paying attention but your eyes are, you'd be surprised at what you can pick up. Things that people try to hide or don't know they're doing."

Bryn realized then that he had talked more in the last ten minutes, in terms of total words spoken, than he had in the past two weeks. It felt completely natural to sit next to this girl and enjoy a meal with her. Caitlin's conversation, meanwhile, was a rushing river in comparison to Bryn's small stream. "That's, like, such a coincidence though. Do you want to know the first time I saw you?"

"Sure."

"It was on that same day, at lunch period, and all the tables were filled up. You know when you're in the middle of your first day at a new school and you're not sure where to sit or where the cool crowds are or if anyone actually wants you to sit with them? Like that. So I sit on the bench next to the trophy case, I didn't know where else to sit, and I noticed someone sitting outside in the courtyard."

Bryn remembered well. He had a good idea where this anecdote was heading, and he let her continue.

"So this guy's just sitting out there on the steps, no coat and it's probably 30 degrees outside, eating lunch all by himself. I only remembered it later that day when I saw you in geography class. Even in class or all the rest of that day, you didn't say anything, and-"

"-And I caught your attention." Bryn finished for her. "Honestly, it's the first time I've talked to anyone in a while. I sit out there for lunch a lot. The conversation is a little sparse, and the cold sucks, but no one bothers me. It's better that way." Her smile began to fall and he hastily added, "I didn't mean you, Caitlin, just- just some other people here. Bullies. Guys that want to make my life hell."

"Oh." The awkward lapse was forgiven. "But does this school just seem really weird to you?" Caitlin wondered. "Like, ever since I've been here, it's like I'm being judged and excluded for everything I do. And you can't sit at the closer lunch tables without being one of the special people. It's not like I've gone out of my way to irritate people or anything. It just feels like no one here likes me or wants me around."

"Not everyone here is a creepy pod-person zombie cult member. Just most of them." To his surprise, she was smiling at him. Those wide blue eyes almost seemed too big for her face when seen up close.

"You know, you seem like a pretty cool guy."

"Well… thanks, I guess. It's an honor to be your very first friend." The two shook hands formally and Caitlin asked, "So where are you from? Hopefully you haven't been stuck here for all your life."

"What, you'd hate me if I was?" he said. "But nothing to worry about, I'm from Sacramento. In California. We moved here when I was five because at the time, my mom's brother was working near here and supposedly there were lots of jobs. I hated it since the moment I saw it and even more when I started school. If it wasn't for me being only fifteen, and for my little sister, I would have left long ago."

Caitlin caught onto the change in his tone when the school and leaving town were mentioned. His voice dropped and his fingers clenched around his spoon as if it were someone's neck. She didn't want to sound like she was prying into his business but she had to ask, "Has it been really bad, or…?"

"It's complicated. I've just- I've just had lots of trouble fitting in here. I'm not the most normal of people and some stuff's happened in the past, like fights, and sometimes it's tough to make myself go to school each day."

"Well now, hopefully it'll get better. Us weird outcasts need to stick together because the weirdness is where it's at. You're not living life unless you're weird, right?" Bryn laughed along with her while his mind was on her smile and not her words. _Those dimples. And that laugh… I don't know what I did to make her interested in being my friend, but I don't want to lose this._

They finished their meals and stacked the trays on the return table. Caitlin thought it would be nice to take a walk outside before the afternoon classes started up again, so they left the lunchroom and walked past the north computer lab to where the outer doors were. On that side of the school was the overflow parking and the staging area for visiting sports buses or other administrative dignitaries. It was in the shadow of the gymnasium and the industrial arts building, and therefore in perpetual gloom cast by the brick buildings. The snow mounds of the previous month still clung to the earth and were dark brown from snowplows shunting dirty snow over them. It was a popular hangout for the kids who secretly smoked cigarettes or chewed tobacco, despite the regulations and the bone-chilling temperatures.

The school was fairly lax about off-campus rules during breaks as long as students didn't stray too far. No teachers patrolled its borders with guard dogs, at any rate. Besides those up to no good, such as the kids smoking or lighting illicit firecrackers in the ditch below the old agricultural sheds, a few like Bryn would walk around the football field or up the hill behind the parking lot where the old cemetery lay. The hill gave him a commanding view of the town; indeed, it was the very spot from which the fire department shot fireworks at Fourth of July. There was no time for long walks today though, and it was too cold for loitering.

The pair of newly minted friends walked briskly around the added-on classrooms and the teachers' parking lot, talking and enjoying the air. "So what kinds of music do you like, Bryn?" asked Caitlin. She kept her hands in the pockets of her parka and her breath billowed out in little puffs of steam.

"You know," he countered, "again you're going to think I'm weird. I've never really listened to any music except that lame country station."

"Seriously?"

"Just never had the time, I suppose, or the money to buy a bunch of albums or one of those new iPods. I saved up birthday money and bought my longboard with it instead 'cause I figured it would be more useful than music."

Caitlin gasped. "Hello… illegal downloading! Who actually buys music these days when it's all on the Internet for free? There's so much sick stuff I have to show you."

"No computer," said Bryn casually. They sat down on the ice-cold concrete guardrail separating the parking lot from the sheds; Caitlin shivered. "Well, I guess that's not true, my mom has an old one but she never lets me or my sister use it. She went through this do-it-yourself phase where she was working from home and selling cosmetics online. The business never went anywhere and instead she wasted all her time surfing Facebook. I use the computers here, anyway."

"I see I'm gonna have to burn you some CDs. You know, to make you about 20 percent cooler."

He bowed to her, waving his hands in a flourish and imitating a British accent. "The effort is valiant and appreciated, madam. If only I had the proper equipment to experience this auditory euphoria you speak of." Her ethics of downloading bootlegged music didn't agree with him, being nothing more than a high-tech version of robbing a music store, but it wasn't important if he had nothing with which to play the music.

Caitlin produced a small silver music player from her inner pocket and offered an earbud to him. He listened carefully; the 'music' was a mess of screamed words and electronic distortion, with guitars in the background set to a thudding beat.

"So someone put a cat in a blender along with a bunch of scrap metal and called it music?" he exclaimed. "That's what this sounds like."

"It's called dubstep, you hipster. It's awesome, just give it some time to sink in," said his friend between giggles. His confused face was too much for her and she bust out laughing, leaning against his shoulder to support herself. "You're like a dinosaur or something. You need an awesomeness education."

Bryn had no inkling of what a hipster was and would have vehemently denied it if he had, being the exact antithesis, but he grinned through the lighthearted teasing and allowed her to re-insert the headphone into his ear. She played several more tunes for him. His mind was not on the discordant song but on Caitlin who, due to the cold and her short headphone cord, was now pressed up against him. Another song of droning synthesizers played and green eyes met soft ice-blue ones.

Just then, the class bell rang. "Guess we should get back," Caitlin said. "I'm freezing."

"You think Jordan will actually heat the classroom this time?" Bryn wondered aloud. "She might secretly be an alien because a normal human would freeze to death in a room that cold." His fingers ached, but his chest preserved the warmth of their shared moment. Caitlin took his arm for footing on the icy asphalt.

"And that's why she's so mean, because she secretly wants to kill all of us. Probe us with tentacles and brainwash us with biology lectures."

* * *

They went through the west doors to their lockers. The next class was biology, the one Bryn always dreaded because of its temperamental and bitchy teacher. Maybe Mrs. Jordan had a bad marriage, or medical depression, but that woman could win the lottery and still wear the same scowl. Her premature wrinkles combined with the frown made her look like an angry bulldog.

When Bryn reached the science room, she was already in position at her desk and frowning as fiercely as ever. "Good afternoon class! Take your seats quickly, no talking and no dawdling. Mr. Goode, that better not be cigarette smoke that I smell." She wrinkled her nose, making the resemblance to an old jowly hound even more distinct.

"Just change your tampon already," muttered Caitlin. Bryn snorted with laughter, earning him one of Mrs. Jordan's patented glares.

They found seats at the rear corner of the room next to one another; they could converse in whispers and avoid having to pass notes. While old and probably half senile, the biology teacher had the eyes of a falcon when it came to 'insubordination'. Insubordination meant whatever she wanted it to mean, whether it be passing notes or looking too cheerful in class. She probably just liked the sound of the word. As Bryn watched her gesture at the blackboard and talk in that horrible wheezing voice, he felt as if there was a bubble of happiness inside his chest. It was filling him up so much that he feared he would burst in two. It was making him smile and laugh and say unexpected things. And its source was Caitlin.

He looked his biology teacher in the eye and actually listened to what she was saying. Because of that euphoric sensation, he was able to pay attention in a class he had never once actively attended; somehow he felt that it would impress his female friend if he were to become a more diligent and successful student. _I guess it can't hurt, really_, he thought. _All this time I've been missing out on how- well, magical- it feels to have a friend. Why didn't I realize this sooner? _He looked over at Caitlin, red-faced and shaking with suppressed giggles at Mrs. Jordan's voice. "I just can't help it," she breathed. Her eyes watered. "She sounds like my grandma, only more drunk!"

In hindsight, Bryn should have realized that a day so perfect had to have an equal reaction. Something to balance out the equation. Something that would puncture that bubble and bring an end to this dream. Something to tip the scales of his blank premonition.

He never imagined that it would come so _fast, _though.

It started so simply.

"In front of you are pictures taken from a microscope, showing the four stages of cellular reproduction," said Mrs. Jordan dryly. "Now, working in groups of three because we only have a limited number of slides for you to work with, our assignment for today is to order them in the correct sequence of-"

BANG.

Somewhere in the distance, but frighteningly close, was a cracking explosion. It sounded like a far louder and deeper iteration of the firecrackers set off in the ditch. To Bryn's ears, though, it was chillingly like a gunshot. He had heard gunfire before.

The entire classroom fell silent. Mrs. Jordan had only time to turn her head in the direction of the noise, which sounded like it was coming from the lunchroom or outside in the courtyard, before its hefty bass roar was heard again in a rapid sequence. And it was much louder this time. BANG. BANG BANG BANG BANG-

Bryn's reflexes and animal survival instincts kicked in long before his rational mind caught up. "That's a gun!" he yelled. "Everyone get to the exits!"

The classroom erupted in pandemonium so quickly that Bryn couldn't make sense of his own thoughts. _Was this really happening? A school shooting, by the sounds of it, in this tiny and peaceful town? _Girls screamed around him; desks were upended and papers flew as students raced for the door. "DON'T PANIC!" croaked Mrs. Jordan in a voice that sounded like a rusted pipe organ. "GET UNDER THE DESKS OR IN THE CLOSET!"

By then, several had made it out of the door and presumably to the safety of the parking lot outside. That familiar feeling of weakness crept into his muscles, pinioning him to the floor on which he stood even as his thoughts yelled as loudly as the approaching gunshots. It was happening again. He was in yet another clusterfuck of a situation where to act meant death and not to act also meant death. Should he try to stop the shooter (or shooters)? It only sounded like one gun. What if he was hit? Could he still control his powers, for that matter? The sounds stopped but resumed seconds later, and from such close range that it froze his blood to the core. Each resounding bang was deafening. The shooter had to be close. He couldn't bear to imagine what dreadful things were going on beyond the door, and the students and teachers who were unprotected and, in all likelihood, dying with each successive blast. Was the gunman shooting up each classroom in turn? Or merely on a vendetta against someone and eliminating all who got in the way?

"Bryn, I'm scared!" Caitlin cried. "What do we do? Oh god…"

Caitlin's voice brought him to his senses.

"The closet!" shouted Bryn. "It's our only chance! We can't make the exit in time!" Caitlin stumbled across the room to the supply closet, tripping on an overturned desk and falling flat on her face. Bryn leapt over a desk with his backpack in hand and moved with startling speed to her side.

They climbed in the tiny space, which was barely big enough for two people. Bryn's forehead touched the cold metal door. Caitlin shut it, leaving a crack for air, and Bryn noticed that they, along with Mrs. Jordan, were the only ones remaining in the room. The rest had fled through the far door. One panicked student had creatively picked up a desk, bashed out a window, and jumped through the jagged hole it created.

_Please God… don't let the shooter come in here. Please. _

Scattered gunfire echoed in the distance. Through the crack, Bryn saw a sight that took his breath away. Mrs. Jordan had not followed the freshmen to the door. She stood motionless in the shadow of the doorway, a slender wooden baseball bat clenched in her aged fingers. He somehow knew that she would not hesitate to use it (_where did the bat even come from?_) and, if her temper was any indication, could do some serious damage. Bryn shifted his body in front of his friend's; if he went down today, he went down defending Caitlin with his life.

Caitlin sobbed and clung to him. She alternated between gasping for breath and uttering terrified squeaks. For a minute or two there was complete silence, split by a piercing scream. Then the scream was cut short by another gunshot.

"Oh god… Oh god…" she whimpered. "This isn't happening."

"Shhh, we have to be quiet in here. Maybe he won't come down this far. But we _can't make a single sound_." He barely breathed the last words.

"I don't want to die," cried Caitlin.

Bryn whispered into her ear, "You're not going to die. Not if I can do anything about it."

One gunshot, then another, and with each one his friend jumped in fear. _Is it just me or are they getting closer? _A sudden idea came to him. While he held Caitlin and whispered encouraging words, he screwed up his strength and tried to phase not only himself but Caitlin as well. Never had he tried it on another person, for obvious reasons. _There's a first time for everything. _"Hold on to me," he said. "This might feel a little bit weird." And it was to Caitlin's credit that she stood stock-still as his orange light danced around the interior of the closet and began to spread over her skin.

It was the first time in three years that Bryn had used his powers, although he fervently wished that he had practiced more, because today he just didn't have it in him.

His body was now completely phased and Caitlin's arms touched the air where his chest used to be. At first it seemed to be working, but her body was still resolutely solid and her skin was acting as a barrier to his phase. No matter how hard he pushed, his light only illuminated her like a torch and rebounded. He willed his hand to become solid again and only succeeded in phasing the rest of his body back.

"What's going on?" pleaded Caitlin through teary eyes, her hands finding his chest again. "Where's all this weird light coming from?"

"Long story," said Bryn. He tried not to chuckle. After all, this _thing _that he could do was bizarre. Seven years and he was no closer to understanding it. "I'll tell you about it later, when we're safe. If this works we'll both get out of this alive."

He tried again. This time, he transformed first and slipped his hand just past where he thought Caitlin's arm would be. He expected his fingers to bounce off her shoulder, yet the results were breathtaking: he felt her flesh heat up and _admit his light _underneath its surface.

She gasped. And in that moment, as he tried to project the phase across Caitlin's body, he _felt _her. He felt the softness of her skin and her heartbeat and her breaths. He felt the way she stared fearfully at him, in the dark of that cramped closet, and he even felt the scent of her hair. It was far more than a touch could ever give.

Then explosions split the air like thunder. The shooter was right outside. A number of things happened very fast: six shots issued from only feet away, Mrs. Jordan groaned in pain and crumpled to the ground, and Caitlin screamed. Then the attacker fired again, this time at the closet door, and his bullet tore through thin wood panels to find the only thing in its path which was the head of a fifteen-year-old girl.

The glow winked out of existence and the girl crumpled and fell, face-first on the cold linoleum, like a puppet suddenly cut from its strings.

"CAITLIN!"

Bryn's anguished cry ripped out of his lungs. He didn't care that the shooter heard him and ran towards the noise, or that Mrs. Jordan now lay in a spreading pool of blood with six bullets embedded in her torso.

Deep down he knew that it was not his fault, but he blamed himself for his lack of skill and inability to finish the phase. _I could feel it! It left my hand and touched her! If I had only had another minute to phase her, she would still be alive! I don't deserve to use this power if I can't control it when I need it! _

His mind tortured him with if-onlys. Caitlin's blue eyes stared lifelessly at the ceiling and a single tear trailed across her perfect cheek, the cheek that would never smile again.

"NOOOOOOO!"

At that moment the gunman crashed back through the doorway, drawn to the shout. He was unprepared for what he saw, for it was something eerie and insane that had no place in the world of reality. A girl lay dead from his gun and a boy kneeled at her side. The boy- _burned. _There was no other word for it.

He couldn't tell where the coruscating bursts of light ended and the flesh began. The room pulsed and rippled with its intense glow, as if a solar firestorm was being generated by mere skin. Yet it hardly mattered. That was all he noticed before he raised the gun and emptied its clip into this strange vision in front of him.

Bryn stood as the bullets whizzed harmlessly through his chest. If anything, the blinding flashes of light coming from every inch of his body only intensified. He fed his powers with the unendurable pain of losing Caitlin. Mere bullets could never stop him. They couldn't even harm him in a normal phase. Somehow, his unbridled rage was giving strength to the orange-red light streaming from his body and it was actually burning small scorch marks into the floor. Never had he been able to influence, let alone burn, physical objects with his abilities before.

With an animal roar of rage, he phased directly into the path of the gunman. The intense heat of Bryn's anger scalded his flesh. The killer dropped the gun in order to protect his face, but he was completely outmatched by what came next.

A white-hot fist collided with his skull. The gun clattered to the ground and discharged. In the blink of an eye, Bryn teleported across the room; although he couldn't pick up solid objects while he was in a phased state, the fear he had caused by unleashing such power gave him more than enough time to grasp the fallen baseball bat, lunge over to the terrified killer and bludgeon him in the head. It was over in seconds and was as if some creature of rage possessed him- his arms were swinging and his lungs were screaming but his mind was on his fallen friend- and he now stared down at a bloodied corpse, a baseball bat in his hand that dripped with the same blood.

_I killed him. _

_I did this. _

_Yet all the killing in the world won't bring her back. _

Anger fought revulsion… sorrow fought duty… and for a minute Bryn couldn't even move his legs. The bat fell to the floor. _Is this how it feels when everything's taken away from you? In a single day everything's gone to hell… curse whatever goddamn demon gave me these powers because they're beyond useless. I couldn't save her. But maybe I can save someone else by ending this._

Taking down one of them would be for nothing if there were others loose in the school with handguns, hunting down his fellow students like rabbits. Bryn knew what he had to do.

He found that it was as easy as walking across the room, phasing into a more bullet-resistant state, and leaving the classroom behind.

_Caitlin's dead… the only friend I've ever had save for my sister… _for a moment his mind wandered to the lifeless brunette in the biology room. And in that single moment of grief, he let his guard down and with it his concentration. The light emanating from him fizzled out.

It was also that easy to die. Because not even a second after he entered the hallway, a trio of gun blasts roared at close range and his body exploded.

**Ponies and transgalactic epicness on the way soon... **


	6. Chapter Six: Terminal

**Next chapter is live... the most random and hard-to-get-through so far, but it's done (no thanks to junior year final exams), and chapter seven is close to being done as well. Reviews are appreciated /)**

CHAPTER SIX: TERMINAL

Being dead is not the worst part of dying, contrary to what most people believe. The worst part is the pain or non-pain of whatever unites you with death, be it blade or bullet or flame or crushing water, and the inescapable crushing fear of being powerless to save your own life and knowing that it is over. We live our lives afraid of this moment. We teach our children to handle knives and guns carefully, to stay away from precipitous cliffs or churning water or unstable ground, because we never want to face this inexorable truth of our own mortality. Behind all of our personal phobias lurks this grand one from which all the rest draw their power. It isn't heights that acrophobics fear but the result of falling from them. We fear the poisonous fangs of a spider for their death-dealing potential.

What comes after dying is actually the easy part.

The actual point of death, when your soul or consciousness or whatever you wish to call it passes on to another plane of existence, is easier than falling asleep for an afternoon nap. That pain is soon negated by the non-pain of being dead.

Bryn had never given much thought to death. At fifteen, can anyone honestly say that they've considered death at all, beyond attending funerals or listening to the doom-laden lyrics of heavy metal music? A teen's brain is hardwired for life, sweet life, for its joyrides and backyard parties and doomed loves and awkward first times and broken hearts. There are too many eye-opening wondrous experiences in life to waste time drawing pictures of razorblades and nooses and thinking up bizarre ways to die.

He would definitely put meeting Caitlin Thomas in the category of 'wondrous experiences'. If only he had been able to spend more time with her. _If only we hadn't both died, bleeding out on a cold slab of linoleum, not even able to hold hands as we expired. We won't even be buried together. _

Bryn thought about this for a while. _Why would we be buried together, if we barely knew each other? We could have known each other better. I wanted to know her better, to tell her stories about myself and watch those beautiful eyes light up. Maybe I could have been the friend she always wanted and eventually earn her heart's love as well._ He recreated her face in his memory, each curve and dimple true to life, and in this vision her mouth curved into a gentle smile. But such a silent image was all he could bring back; it took an enormous amount of willpower to keep her there and soon the face drifted away on currents of formless smoke. Indeed, it was very hard for him to think of anything preceding his final moments.

Sometime later, he realized something. He was still _thinking_.

In death, you are conscious of nothing. Your body becomes fodder for the grave's worms in the airless gloom of a coffin or is turned to cinders in a cremator, but is ultimately just a shell for that part of yourself that vacated it. It isn't you anymore. That special something that death's landlord evicted from your flesh is no longer a part of the living world.

If so, why was he still able to think about the aftermath of being dead?

Time felt liquid and amorphous, as did the foggy nothingness around him. Being dead certainly sucked if there was nothing else to do for eternity other than yearn for what could have been. He no longer owned a mouth, or a head, or arms. He was a part of the void now.

The inky blackness began to brighten and resolve as if someone had violently injected food coloring into a swirling glass of water. What was at first smoke was now solidifying into ordered lines- solid beams and sweeping arched ceilings- until all was obscured by hazy bluish shapes. It looked like, of all the outlandish things in the world he could imagine, an airport terminal. Or what an airport terminal might look like if there were no planes, no commuters, no bustling traffic, and no solid surfaces at all. Its 'floor' was opaque blue and the walls were of a much lighter shade. The floor felt like cloud made solid, nebulous and unsteady. The resemblance to an airport was only in the vaulted ceilings and the rows of low benches. They seemed to invite a weary traveler to sit down and await the next flight.

So he did. The seat was as warm and comforting as a familiar armchair. _I could get used to this, if this is what the afterlife's like. I wonder where all the people are though. For an airport, this one's gotta be the most deserted of all abandoned derelict airports. _

And then he heard the voice, as loudly and clearly as if his entire body was made of ears.

_"WELCOME HOME, HERO." _

He leapt to his feet, raising his 'arms' in self-defense but forgetting that he had no body at all. Twenty feet away and gaining ground on him was the only thing in sight that wasn't blue. It was blinding white and casting rays of multicolored light in every direction, as if someone was shining a gigantic spotlight through an even larger prism. He couldn't look away from it if he tried. The ultraviolet pulses burned his vision.

"Where am I?" he gasped, not knowing if he was really speaking or not. "What is this place? Am I dead?"

The light crept closer to him and its voice vibrated the columns of smoke. _"This place is nowhere. It is merely a transition between worlds. You have died, Bryn Hansen, but your tale is not over yet." _

"There has to be some mistake-" he began, only to be interrupted.

_"I am the Progenitor. There are no mistakes possible." _

He thought there was a bit of indignation in the voice. It could have been male or female, or a combination of both, or neither one.

It continued in that same strident sexless tone. "_Bryn Hansen, you have been chosen for this task because your heart is pure and your abilities may be the last hope of an entire world." _

Now he could see it clearly. It was still a being of pure light, but in the form of a massive unicorn that stood nine feet tall with a wingspan larger than a helicopter's blades. Its gaze pierced him and laid his thoughts and feelings bare- all his love for his sister, every fear for her safekeeping and for the safekeeping of his abilities, as well as his grief for Caitlin. They were no longer his to protect. Bryn fell to his knees and felt its muzzle touch his forehead. When it spoke again, its voice was much softer.

"_Go now, hero… remain pure of heart and trust in friendship. It is your only hope. A storm is brewing in that world, a storm of darkness and terror and grasping death. If Equestria falls, you and everything will fall with it." _

_Equestria? What the hell is Equestria? _Bryn forced himself to look up. His eyes met the shimmering majesty of the unicorn and all the words on his tongue broke into fragments. "But- can't you bring me back? My own world- my sister-"

_"There is no going back, young one. Such things can only happen once. You were meant for greater things, Bryn Hansen. Your abilities are unique and more powerful than you know, and can turn the tide of darkness. Do not let your fire go out." _

In mid-sentence, the presence before him exploded into white fire and he found himself sinking through the floor. Its words came from an extreme distance and where there had been hazy blue smoke, light began to trickle in. The fog was blowing away quickly. Somewhere in the distance came its answer. _"FRIENDSHIP!"_

_I get killed, plucked into some weird in-between world with a talking horse made out of light, and all it can say is 'friendship' and 'Equestria'? Is the entire universe on drugs? _

He had exceeded his weirdness quotient for one day. Indeed, he had exceeded his quotient for everything. Life, death, love, anger. He only wanted to find a safe place to rest and process all the events of the past several hours.

However, rest would have to wait. The smoke blew away in thick tufts. Revealed beyond it was a fuzzy scene that sharpened like a pair of binoculars slowly being brought into focus. Any remaining light from the extragalactic unicorn was long gone. Then, all at once, there came a sound like a thunderclap and he felt solid ground beneath his body. Real, unyielding, mossy, thick earth that trickled the smell of humus and decaying grass into his nostrils.

_I'm alive again._

Bryn inhaled the sweet smell of existence. At the same time, he rose on unsteady legs and patted his chest to make sure it was real. It was his own body, all right. _I'm wearing what I died in. _His treasured sweatshirt was marred by three bullet holes and stained by his own blood. It had long since dried and hardened into the fabric, and parted stickily from his chest. But his body was whole and undamaged, the gunshot wounds healed, and so was his mind. He could remember everything.

Only then did Bryn raise his head to look around. He wished he hadn't. W_as it too much to ask for that unicorn to drop me somewhere near civilization? _

He stood at the center of a five-foot sphere of burned and blackened grasses, smoking feebly from the energy of his arrival. Beyond this circle was a grassy knoll of clover and cornflowers and rhododendrons. The terrain was as serene as a watercolor painting of paradise. A small brook bisected the hill he stood upon, babbling just past his feet, and lining the banks of the creek were hundreds of small blue flowers that he did not recognize.

With relief, he fell to his knees beside the brook and washed his face and hands. The water was as cool and crisp as any alpine spring back on Earth. Bryn scooped up sand and scrubbed the dried blood from his fingers before taking a long drink, and as he took heavy gulps of the creek's water, the spiraled puffy clouds drifted overhead. _I could swear this was Earth. Interesting weather around here, though. _The day felt trapped between summer and fall, or an Indian summer and winter; the mid-afternoon sun hung heavily in the east, yet the breeze tugged at his clothes and buried its chilled teeth into any exposed skin. The shade underneath the clouds was eerily cold. Bryn shrugged out of his upper clothes and rinsed the bloody garments in the creek, and while his clothes dried on the sunny riverbank, he went exploring.

The low, rolling hills stretched away from the creek for about eighty yards in each direction. He hiked to the top of the tallest knoll to get his bearings, and soon noticed that his clearing stood amidst a circular embrace of trees. They were _tall _trees, too: ones that resembled Earth-standard trees like oak and yew and chestnut. It was like an island in the open ocean. Beyond the grass lay only unbroken woodlands, and the longer he looked at them, the more they seemed to sway and heave like an actual sea. It made him a bit dizzy.

Back in Eureka, what passed for 'forests' were scattered stands of juniper trees with sage, weeds and thin grass filling in the gaps. This was foliage such as he had never seen before. The trees were like silent soldiers, packed so densely together that sunlight could not penetrate the treetops.

A sudden chill crawled up his spine. He was, of course, dressed in his pants and skateboard shoes and nothing else, but the wind on his bare chest was not the source of the ominous feeling in his stomach. Bryn looked down at the dividing line between the grass and the forest which was remarkably straight, as if a giant had trimmed the borders of the clearing with a gigantic razor, and shivered.

The sunlight danced across the meadow and met the tree line. And beyond-

-was just _blackness. _As if there was an invisible wall to keep the light out of the forest. The silent trees stood amidst the gloom, watching, waiting.

_Silence. How come it's so quiet here? _Between the wind and the brook's melodic splashing, he had at first not noticed the general stillness of the meadow. Now he heard it. This place, which should have been filled with buzzing insects and birdsong and the millions of other nature sounds, was as quiet as a midnight cemetery.

Bryn repressed another shudder. _Whatever happens, I don't want to get caught here or in that forest at night. I don't like the feel of this place. _

In the far distance, past the sea of undulating trees to the north, was another open valley with a hazy snowcapped mountain range beyond. It was difficult to see from his distance, but it looked like there was a town nestled amidst the trees and a large river. It was two or three hours' walk at the very least. A town meant safety and information and a place to plan out his next move. "I need to get there," he told himself, "before dark." So he collected his half-dried clothing on the riverbank and pulled it on. His shirt was hopelessly bloodstained but it no longer clung stiff and sticky against his skin, and the hoodie was undamaged save for the bullet holes.

North was easy to find. Besides using the sun for navigation, he could use the creek, which drained downhill to join the larger tributaries within the forest. He stooped for a final drink of water.

And he instantly jumped back in sudden alarm. For it had seemed like a slender black tentacle was snaking through the water to meet his hand as it dipped below the creek's surface. Bryn blinked and the image was gone. The brook was just a brook, splashing and sparkling. _Fuck this place… it's messing with my head. Just a trick of the light and these weird clouds. _Yet he quickly took a drink and hurried on his way. He couldn't shake the sensation of something watching him. The wind whispered in the branches.

_Don't look back, Bryn. Stick to the creek and keep moving. _He walked forward and the trees loomed up to meet him. They bent over the stream like groping arms, their knuckled hands razor-sharp. One moment he was under warm sunlight and in the next, he was in a dark wood of wrath, in a yawning mouth of brambles and murmuring leaves and unseen eyes. The eyes resented his presence.

* * *

_Two years ago… _

A pair of giggling thirteen-year-old girls clung to each other in the tender way only reserved for sisters or the very closest of friends. They held hands for emotional support and shared warmth. Five feet away, a boy of the same age aimed a video recorder at the pair and began a pompous introduction.

"Here in the Year of our Lord two thousand and ten, in the witness of God and all other attendant spirits, stand Ashlie Butler and Erica Shaw. My name is Aaron Shaw, merely a humble reporter of these events, and standing- well, somewhere over there, is another witness, Bryn Hansen. We record this in the interest of future generations who will see what has taken place on this fateful night as a lesson and valuable reminder for such individuals for whom fear has no meaning." He pointed the camera at his face as the two girls giggled in the background, and ended with a snide "So don't try this at home."

"You're so stupid, Aaron!" shrieked Erica. "If there are any ghosts in this place, they heard you."

"Ghosts don't come out until three in the morning. Everyone knows that. It's the magic witching hour or something. Trust me, I saw it in a movie once."

"Oh my god it's cold," Ashlie interjected. "If we freeze to death out here before we see anything, it's your fault. You just _had _to pick the freaking coldest night and you rushed me out the door so I couldn't get my jacket."

Aaron shifted the camera back onto the girls. "You're missing the point. I found this super creepy old book in the library that talked about the history of the school, and it said that on January 26th, 1925, a girl was killed outside the old high school by her ex. It snowed two feet that night and her body was found in the bushes two days later, the blood frozen on her face from where she was beaten to death with a club. This cemetery is exactly three hundred feet away from the spot where she was murdered."

"Seriously, Aaron, where do you find this stuff?" his sister exclaimed. "You listen to every dumb story that the freshmen say to scare the junior high kids." Ashlie hugged close to her, shivering. Erica continued in an undertone, "And why invite Bryn? He's- well- kinda weird. No one in the class trusts him."

"I invited him because we needed a camera for this and he borrowed his dad's."

Suddenly, Bryn was there at the girl's side. "And maybe because my parents are fighting again and I couldn't stand to be in the house. Ever think of that?" Erica had enough sense to look abashed. He ran a hand through his windswept hair. "And besides, it sounded like fun."

Erica, predictably, missed the sarcasm.

Ashlie's phone and the light on the camera were the only light sources at hand, yet with the full moon hanging ominously overhead, they were unnecessary. It provided plenty of light for an illicit night of ghost hunting. Or, in Bryn's case, wishing he were elsewhere. _Erica and Ashlie… two more reasons for me to hate this place. _

Although the vapid teens set his teeth on edge, the majority of his anger went to his feuding parents and to the town in which he lived. He wondered if it was something specific to small towns that produced such a ridiculous fascination with ghost stories and forgotten lore. Was it a side-effect of this old mining town itself, with its 150-year-old buildings and the air of mystery that always accompanied history? Even the high school and the elementary school were old. The funny thing about a brick building that has stood for eighty years is that one cannot help imagining those who walked its halls before. Each creak of the floors might be an echo of someone's footsteps from fifty years ago. Now combine those creaky floors with a terrified seventh-grader and a cold windy evening, and there lies a ready-made ghost story. The stories become even more deliciously spooky with a graveyard and several murders and a kidnapping thrown into the mix. _Now that I think about it, why does such a small town have so many cemeteries? _

Bryn had heard it all before. This story was stereotypical schmaltz: the girl slain behind the school was angry at her long-dead killer and even after eighty-five years, her ghost stalked the cemetery and certain parts of the school grounds with a bloody butcher knife in hand. And only on certain nights would she appear. For example, the anniversary of the killing, which happened to be January 26th.

True, he had agreed to be a part of the ghost-hunting ensemble, even though he would much prefer to be safe in his bed on a night like this. He couldn't stand his parents' yelling anymore. It erupted in a firestorm of curses and thrown objects, with himself and his poor sister caught in the middle. _I wish they'd just divorce and get it all over with. But where would that leave me and Serena? _He had no close friends at school yet. Aaron was only an acquaintance, and his sister's clique shunned him. He could see it in Ashlie's stares.

He pulled his coat tighter and let out a string of grating oaths at the wind and at his parents and at Ashlie and at his life in general. The urge to phase was strong. _I don't feel cold when I'm in a phase. I don't feel anything at all, and right now I wouldn't mind. _

But unleashing orange light in front of the girls was off-limits, so he shivered and swore. Aaron blathered on and on into the microphone and the two females laughed. "There's no ghost here," said Bryn to himself. "Just the ones they imagine, because this idiot wants them to. The only thing to be afraid of is freezing to death. No doubt he's just trying to get Ashlie to like him."

Just then, Ashlie interrupted. "It's almost three. If we don't see anything in the next five minutes, can we _please _go back? I can't feel my fingers!"

"A minute until three!" yelled Aaron. He huddled with the others, while Bryn hugged himself and walked amidst faded wooden gravestones with forgotten names. If he hadn't been such a practiced cynic, the atmosphere might have unsettled him as well. The wind hissed through the cemetery. The pine trees murmured and creaked. An ancient wrought-iron gate, long loosened by rust and wind and the tree roots around it, swung on its hinges with mournful squeaks.

And then, somewhere deep in the brush and tangled junipers, a shrill howl split the air. Ashlie and Erica screamed in unison. The wind blasted; the loose gate crashed against its frame with a frightening clang. Without waiting to see if the 'ghost' had a bloody knife, the girls ran shrieking down the hill toward the school, Aaron not far behind.

Only Bryn remained in place long enough to see a lone coyote slink out from behind a tree and let out another howl. It was soft brown and thin from winter. _Probably hunting at night, _he thought. The coyote caught sight of Bryn, sniffed the air and loped out of sight behind the headstones farther up the hill. He watched it go as the wind screeched and snow began to fall. _We're both misunderstood and feared by everyone. I have more in common with this coyote than I do with those girls. We're the true ghosts here._

* * *

It was to this memory that Bryn now reached, even though it felt like two lifetimes ago and someone else had lived it. _I wonder if any of them were hurt in the shooting. Erica and Ashlie and Aaron. Did they get out in time? _

He brought back the feeling he had experienced while standing alone in that cemetery. While his other companions bolted at the slightest noise, he held his ground and later teased them for being afraid of a squeaky iron hinge. There was a rational explanation for everything. Real things could be seen and heard and felt, and if not, then it was not real and that was the end of it. This was his philosophy- a philosophy which, an hour or so ago, had been turned upon its head. If magic unicorns could suck his dead body through time and space and then reanimate it, what was truly real anymore?

_These noises can't be explained away with a coyote and a rusty gate. This forest isn't natural and it's scaring the hell out of me. _

Sticking to his plan, Bryn had entered the forest and clung to the riverbank as much as the terrain allowed. The shallows were alternately rocky and muddy and soon his pants were coated in heavy fragrant mud. The stream curved slightly to the northwest, through a particularly vicious patch of vines and brambles. With every step, an uneasy feeling began to grow in the pit of his stomach.

For one thing, this was no ordinary forest, or the kind of forest that Bryn had seen before. He only knew the scattered pines and junipers of his hometown, which were only forests in the loosest sense of the word, and had seen the California coastal forests as a child. _Those _were forests. Trees over one hundred feet tall, with trunks larger in diameter than the average car and gorgeous branches that caught part of the sunlight as it fell to the forest floor. These woodlands were nothing like that. They were a dark, angry labyrinth of crooked roots and low-hanging limbs, and no light reached the depths. Each root was a hidden trap to catch his feet and each muddy bog was a snare to flounder in.

And it was _silent. _No birds graced the treetops with their song. No insects hummed in his ears. No squirrels or tree frogs or deer. The stream itself seemed to stagnate and cower in its banks, and its water was a black reflection of the black branches above. The air was stale and heavy.

A chill crept up his spine. _That old familiar feeling… _

The slithering cold sensation went all the way down to his toes and once again, it felt like someone (or something) was watching him. His footsteps on the stones sounded like drumbeats. He whipped around, searching for the unseen eyes, and caught a flash of black slinking behind a boulder. "Come out!" he called, but his voice died in the still air, as if he had shouted into a funnel.

There are moments when silence itself becomes a sound; you can feel it crushing down on your eardrums like lead weights and crawling deep into your skull. You create useless noises just to deaden its roar, but it returns in force. In the midst of that unnatural place, he bent beneath its power. The branches murmured.

_Something _flashed between the tree trunks to his left, as silent as a puff of breath, and he only made out a dark shape wreathed in shadow. It moved faster than lightning and winked out of existence as soon as he trained his gaze toward it. Like a switch being thrown, the noise of the wind and the creek faded and blended into a sort of blank buzzing. It was the sound of a broken speaker, or a television out of focus. Not unlike a badly tuned radio, it came from every direction and from the very ground upon which he stood, and built into a heavy drone.

Then it stopped. From somewhere nearby came a horrid cold malevolent stare. Bryn heard the crunching and slithering of something heavy moving along the forest floor behind him, and in an instant he was in motion.

"You're not eating me," he panted. He didn't want to look back. Not when it was making such sounds, like a giant trash compactor digesting six trees at once. When he wasn't concentrating on keeping his feet on firm ground, he chanced a backward glance or two, but only caught glimpses of black tentacles.

Up ahead was a ray of sunshine that had wriggled through the overhead canopy. Bryn focused his attention on it- and phased. _Like riding a bike. _Soon he stretched out and covered a dozen yards with each leap, flitting among the branches like a deer and phasing back to normal when the terrain became unsteady. The effort soon exhausted him. Thorns lashed at his face and arms, and all the while, _it _followed close behind, biding its time for the fatal blow when he lost his footing.

_I can't fall now._

* * *

On his last legs, Bryn staggered out of the forest to an even stranger sight: the most quaint, multicolored, picturesque town one could ever imagine. Each narrow street was of well-worn cobblestone, clean and brightly lit by streetlamps looking like some long-lost relic of history. These contained actual candles behind their square glass panes and not the cold harsh fluorescent bulbs of his world. Everywhere he looked he saw dancing candle flames and white fences.

And the _buildings… _had he somehow traveled through a portal into a world made of Christmas gingerbread and spun sugar? The sharply gabled roofs, the vivid cotton candy colors of the siding and window dressings, and the wooden doors suggested to Bryn that these were farmhouses or country cottages. If he had not been starving and winded and bleeding from several lacerations on his arms and legs, he might have wondered why these houses appeared straight out of a girl's fairytale. He might have marveled at the sloped roofs which, although sturdy and well made, were built of straw. Or he might have wandered down one of the spotless streets and noticed the plethora of heart-based designs on the buildings. They were everywhere: on the weathervanes, stenciled into the doors, painted on the windowsills. Love obviously mattered to whoever lived here.

Either that, or this was the finest example of early Valentine's Day decorating in all of recorded human history.

Bryn suddenly realized he was quite exposed to wandering eyes. He was at the edge of the forest, some distance away from the houses and the twinkle of the lamps, but his white bloodstained shirt stood out in the gloom. He moved behind an oak tree; there was no one in sight around any of the nearby buildings and although dusk was getting stale, he expected at least _someone _to be around a town of this size.

To his left, not thirty yards distant, was a unique house. Perhaps it was a circus tent, because it looked nothing like the yellow gabled structures around it. It was round and two stories, with baby blue walls, and its windows were inviting ovals. This could have described any plain circus tent, but not this one. Never had he seen a tent with slender violet pillars or decorations carved in the shape of horses. A red pennant at its apex fluttered in the gentle breeze.

His stomach growled. "I wonder if anyone here can help me," he said to himself. "There has to be someone." Since the circus-tent house was softly illuminated, he decided to start there. That was his plan, in any case, but he knew better than some that plans can change with no warning. And change they did.

As he got closer, he could see that the tent had a backyard of sorts. A low hedge ran around its south side and a clothesline was strung between a wooden pole and the back door so that whoever lived there could hang clothes to dry without leaving the porch.

Visions of safety, a warm hearth, and a hot meal danced before his eyes. All he had to do was knock on the door and explain his predicament. The whole 'getting shot and being transported through space and time by a psychedelic unicorn god' thing could wait until he knew more about this place, wherever it was.

And then he saw it.

Out of the back door walked- _a horse_. This was unlike any horse Bryn had ever seen, and growing up in a town in close proximity to ranches meant that he had seen plenty of horses.

His mouth fell open as this horse, which sported a short white horn on its head, levitated a basket of laundry through the door. As if this spectacle was not unbelievable enough, a scintillating blue glow enveloped the basket and each article of clothing began to float from the basket and hang itself on the line! It was like watching a master illusionist at work. Then he noticed the source of the blue glow: none other than the unicorn's horn. It issued dainty sparks which propelled the clothes to their places on the line. When each garment had been perfectly arranged and pinned, the creature set the basket down and walked to the end of the hedge.

Bryn stood frozen there, halfway between his oak tree and the house, abruptly unsure what to do. He didn't want to startle it. Dropping to all fours and ducking behind a nearby shrub, he took a closer look.

The unicorn, or whatever the hell it was, remained near the hedge and stared at the rapidly fading sunset. _It must be a girl unicorn, _Bryn thought. _What else would have hair like that? And what the hell kind of place is this where unicorns live in circus houses and have curled purple hair? Purple. Hair. And large eyelashes. _He couldn't see much of her face, due to the hedge and the angle, but her body language suggested grace and refinement. Her hair was done up in elaborate curls, as was her tail, and she even bore light eye makeup around a pair of blue eyes that looked too large, too _blue _to be real. No normal horse had eyes like that. No normal horse wore _mascara _or had fluttering girlish eyelashes. Her coat, now that she was out from under the eaves of the house, shimmered in the moonlight and was pure milky white. Without realizing it, he had slunk from behind his bush in order to examine her more closely.

Perhaps the light was stronger than Bryn thought, for at that moment the horned horse turned her head and spied him crouching in plain sight. She let out a piercing scream, like some film noir heroine at the mercy of a killer, and the echoes bounced off nearby walls to create an inharmonious wall of noise. "Help me!"

_In what goddamned messed up world can horses talk? Wherever this place is, I think being dead was a better deal. _

Doors slammed and windows opened and the street quickly filled with startled horses. "What's going on?" said one, obviously male and russet-colored with a wild brown mane. "I heard a scream!"

"There's a horrid ugly _monster_ in my backyard!" screeched the white unicorn.

"Wait! I wasn't attacking you! I'm just looking for someplace to stay tonight, I have money and I'll pay!" he shouted desperately. "I didn't mean to scare you!" His voice was lost amidst the clattering of hooves on the cobblestones and the shouts of the rapidly growing crowd. "What in the name of Celestia _is _that thing?" a horse cried. "Somepony help her!"

By now, the purple-maned white unicorn had fainted. She crashed dramatically to the ground, hooves splayed out and mane covering her eyes.

Bryn was presented with so much outlandishness at once that he did the only sane thing, which was to run like hell. And run he did. What energy left in his aching muscles that the nightmare in the forest hadn't robbed was used to bolt back toward the trees. The tree line was only forty feet away! _I can make it._ Before he reached the safety of the woods, a rainbow-colored streak rocketed down from the sky to land on all fours in front of him, cutting off his exit.

"_HEY_! Where do you think you're going? And what in the name of Celestia are you?!"

He had reached his limit with forests and talking horses. "Get out of the way," he gasped hoarsely, "and I won't hurt you."

"Trying to creep up on Rarity, at night? Trying to hurt one of my friends?" shouted the newly arrived horse. This one was cyan-colored and female, with a wild windswept mane reflecting all the colors of the rainbow, and her magenta eyes were narrowed in anger. She lacked a horn but instead owned a pair of richly feathered wings. "You're coming with me. The Mayor can decide what to do with you."

Bryn doubted if he had the strength to phase again, and even if he could, he thought it a bad idea to display his powers in front of these weird horses. _I guess they would be ponies, _he thought as he stared down the one in front of him. _They're much smaller than the farm horses I've seen before. _This one stood about fifty-five inches tall at the ears. Her multicolored hair was level with his ribcage and, taking her wings out of the equation, she didn't appear to pose much of a physical challenge. He had fought much larger (and uglier) opponents before.

So when this arrogant pony made a gesture with her wing for him to turn around and follow her toward town, Bryn stood his ground. "You're not taking me anywhere, freak."

Then her wings rippled and with astonishing speed she leaped forward. Bryn received the very solid and muscled weight of the pony in his gut, and doubled over with her atop him. She roughly pinioned his arms to the ground with her hooves. _Whatever they feed these horses here, they're pure muscle, or at least this one is._ "What part of _come with me _did you not understand?" Casually, she flicked her mane out of her eyes, and gave him a cocky fighter's stare.

Bryn had faced bullies before. The ones he absolutely loathed were the bullies with roguish charisma, the assholes that sucked up to the teachers and made being an asshole look attractive. In this pony's amethyst eyes he saw only that same brashness of David Stern, who would trip him in the hallways and then glance, grinning, to his peers for approval. Never mind that she was probably sticking up for her friend Miss White Unicorn, as any friend would do, but at the moment he was beyond caring and out of time. He hadn't taken a bullet and been teleported into this nightmarish place just to be hog-tied and taunted by another bully. _Caitlin didn't die for this. _

"Go to hell," he growled, and smashed his forehead into hers.

It was like head-butting a concrete wall. He saw stars and the pony redoubled her grip, not stunned whatsoever. Desperate, he twisted sideways in order to clear his legs. The change of direction took her by surprise; she expected the predictable punch but instead he brought his knees up and kicked with all his might at her soft underbelly. The pony was quite equal to this. She took to the air with that same eye-popping speed, dodging his strike with ease, and instead of attacking straight on, she did a barrel roll and swung back to aim at Bryn's rear.

_I wonder where the rainbow streak comes from, _he wondered. _Probably fairy dust flying out of her ass. _

Just as he speculated how this blue horse could fly with such obvious skill, her piledriver back legs came towards him at terminal velocity. All he could do was bring his arm up to defend his head. Her flying kick felt like the impact of a two-ton truck. He aimed a punch at her sneering face but she rolled right, escaping to the sky once more.

"This is bad," he muttered. She had an advantage of both range and speed and without his special abilities, Bryn was fearing defeat. He played one last card. He faked a dodge to the right and she fell right into it. At the last moment, he leaped left and wrapped his arms around her midsection as she sped by. With Bryn's added 160 pounds and frantic punches, he managed to bring her down to earth. The only difference was that Bryn fell heavily, out of wind and energy, while the pony was fresh and angry and landed on all four hooves like a cat. Now it was her turn to aim another kick which connected to Bryn's sternum and sent him sprawling.

Under such circumstances Bryn thought it was prudent to break his code and phase the hell out of there. "Now let's try this again," yelled the horse. "You're coming with-"

A bullet of golden light flew into the forest. "-me…?" Rainbow Dash, not even slightly winded from the brawl with that hideous _thing, _found herself talking to thin air.

* * *

Twilight Sparkle, Rarity, and a crowd of assorted bystanders soon gathered around the scene. If Rarity's screams hadn't alerted nearby ponies to something amiss, the quick but furious battle certainly did, and Rainbow Dash hovered at the spot where Bryn had vanished looking slightly pleased with herself. Twilight, forgetting for the moment that she was very near the edge of the forest that figured prominently in her nightmares, was all business despite the dressing gown around her shoulders and messy mane.

"I heard the screams, Rarity, is everything okay?"

"It- it- it was horrible," stammered Rarity. "Here I was, hanging the last of my laundry, and then this uncouth _beast_ was watching me." She shuddered.

"Rainbow Dash, did you see what it was?"

"Saw it?" declared Rainbow. "I brought that thing down to size! It was a piece of cake. Except, ya know, the part where it escaped into the forest. Sorry about that."

Twilight huffed, a puff of smoke angrily escaping her muzzle. "But did you see what it _was? _Something comes into Ponyville and terrorizes Rarity, and it gets away without anypony actually getting a good look at it?"

"I know exactly what it looks like, Twilight! It wasn't a pony, and it stood on two legs instead of four, and its skin was all scaly. There was blood all over it and if I ever get my hooves on that parasprite again, he'll be sorry."

As Twilight shook her head in rapt disbelief, Pinkie Pie trotted up to the lane and passed Carousel Boutique. "Twilight! Twilight!" called Pinkie. "Did you hear? Some weirdo weirdy-pants was in town somewhere near here! Cheerilee told me that Rarity screamed and then I decided to come and see!" She sprang in circles around Twilight. "Is it still here? Where is it? Where is it?"

"PINKIE!" bellowed Twilight. "Would everypony please just calm down! Now Rainbow Dash, what exactly happened?" Pinkie continued bouncing.

"I told you, Twilight, this weird-looking scaly thing on two legs was stalking Rarity!"

And, predictably, Pinkie Pie jumped into the conversation. "Scaly? That's silly, Dashie! Since when do dragons come to town and spy on ponies? Wouldn't a dragon be really big and scaly, and walk on all four legs? Maybe it was an alligator-"

"It wasn't a dragon or an alligator, Pinkie," exclaimed Rainbow Dash. "It had really pale skin and no hair. Well- there was hair on its head, but-"

A light grey Pegasus mare with bubbles for a cutie mark swooped down to land next to Pinkie Pie. She ignored Pinkie's hyperactive monologue altogether, addressing Twilight instead. "I was flying home and I heard shouting," said the mare. "I don't like loud noises." Her eyes were endearingly out of focus.

Twilight took a deep measured breath and, as Princess Cadance had taught her, exhaled with a sweeping motion of her hoof. She then proceeded to cram said hoof into Pinkie's mouth, abruptly silencing her story about alligator spies disguised as dragons. "Everypony, there's nothing to see here. Whatever was here is gone and if it comes back we'll be ready. Rainbow, do you think you could stay with Rarity tonight just in case?"

Rainbow Dash flew to Rarity's side. "Sure thing, Twilight. Nothing's getting past me."

"And Derpy, you should probably head home to your daughter. Everything's all right." The wall-eyed Pegasus flew off in lazy circles, muttering, "I just don't know…" The crowd of ponies soon dispersed. Twilight and her three friends were alone.

At this point, Rarity spoke up. "Twilight, do you think that- thing- was just scared? Rainbow Dash said it was covered in blood. What if it was hurt and just looking for help?"

"Then it might be back, and we'll worry about that if it happens."

The trees swayed ominously. With each gust of wind, chills trailed up Twilight's legs and withers. "Rarity… don't worry. Rainbow's here and we should probably get inside soon." What she really meant to say was _I don't want to be out here after dark, _but she would rather fail one of Celestia's tests than stand at the borders of the forest at night and explain her peculiar fear of forests. In those whispering branches she saw only dank creeping things that would slither over her coat and trap her in crushing darkness.

With a violent shiver, she bid Rarity goodnight and made for her library with all speed. Rarity and Rainbow Dash headed for the Boutique's back door while Pinkie bounced along the path to town, singing "Giggle at the Ghosty" in a loud voice.

"Are you sure you're all right?" asked Rainbow Dash once the pair were inside Rarity's kitchen. The Pegasus closed and locked the windows.

"Yes, darling," said Rarity, but her heart was not in it. In truth, she was thinking about the two-legged being. She could still see his blood-stained clothing and fearful stare, and imagined him somewhere in a dark forest clearing, hungry and lonely and freezing.

In the same way that Rainbow Dash represented loyalty in a living breathing pony form, Rarity represented generosity. It ran deeper than a simple set of personal beliefs; essentially, Rarity _was _generosity. Her Element and her very nature compelled her to show charity to both friends and strangers. Without knowing a single thing about the human who had been killed and whisked through time and space to Equestria, she soon found herself worrying about him and perhaps even considering seeking him out in the morning to apologize. True, she had screamed, but only from justified shock at his appearance. _Perhaps he just wanted a friend, _she thought. _Oh, Rarity, why did you have to scream and make such a scene? _

"Did you see his skin?" Rainbow continued. "It was all weird and hairless and slimy looking."

"Please, Rainbow Dash, I'd rather not talk about it… it's been a trying day. First the spa is closed until further notice because Lotus Blossom went to visit her cousin in Manehatten and apparently hasn't been seen since. Her sister is frantic. And then Sweetie Belle's ridiculous antics- laundry room full of tree sap, feathers and glitter everywhere- ugh…" The unicorn gestured for her friend to follow her upstairs. "I need a vacation. Or a vacation from this vacation."

"Okay, not talking about it. But did you see how I kicked him and he fell on his face?"

_"Rainbow Dash-" _

The wild-maned pony was already rolling on the carpet with laughter. _She's as bad as Sweetie Belle, _thought Rarity dully. "So ya have anything to eat before I hit the hay? I need to refresh my physique, after all. These muscles don't take care of themselves."

"Oh- right. I forgot all about the legendary appetites of Pegasi." She waved a hoof at the kitchen. "There's plenty of oats and clover, even a few eggs from this morning, whatever you want is yours, and the spare bedroom too." Rarity hesitated. "And Rainbow, sorry I've been so short with everypony lately. Thank you for being here to protect me."

"Just doing my job," declared Rainbow Dash proudly. She flexed her four-foot wingspan. Rarity climbed the stairs to her bedroom, intending to end her day before it deteriorated any further.

She crossed to her bathroom and started a steaming hot shower. This was her safe place and sanctuary from a world far bigger and more terrifying than one unicorn could handle. Many of her best design inspirations were not born at her workbench or her sewing machine, but from long showers with plenty of essential oils and body washes.

The tension of the day was quickly washed down the drain, and yet even after several minutes of standing there with the water dripping from her mane and plastering her delicate fur against her body, she was still uneasy and began talking to herself as soon as she had climbed from the tub. "Now take deep breaths, Rarity. Remember: poise and passion." Her vanity dresser was a neatly arranged mess of brushes, curlers and the dizzying array of makeup supplies needed to make herself look like a million bits. After all, much like her generosity, her fabulosity was also a part of her. She toweled her mane dry and left it hanging in a lavender-scented curtain over her shoulders; its maintenance could wait until the morning.

Rarity's bed was soft and inviting. "Ughhhh…" she sighed as she sank into the silk sheets. "Why did I make such a scene? All I remember was that he said he didn't want to hurt me, and then I fainted and Rainbow attacked him…" She tossed and turned and muttered to herself in the dark. "Tomorrow, as Celestia is my witness, I will find him and offer him friendship."


	7. Chapter Seven: Night Court

CHAPTER SEVEN: NIGHT COURT

The Princess of the Night flexed her powerful wings. The muscles ached from being locked against her sides for so long, and her flanks tingled numbly. _Celestia was not lying when she said this infernal throne was uncomfortable, _she thought. What was her nickname for the Throne of Canterlot? _The golden torture._

It was magnificent, to be sure, due to its size and metallic paneling and glittering bejeweled filigree: a suitable seat for the ruler of Equestria. The velvet carpeting draped from the steps was the same shade as her midnight-blue mane. At each sunset, a squad of servants rolled up the bright red carpeting of the day and replaced it with one more suited to the proceedings of the evening. Matching tapestries hung between the stained glass windows of the throne room and her own waning moon shone through every detailed panel to her right, casting shadowed lines and mosaics across the room that was, at the moment, filled with ponies. At her side was the commander of her Night Guard, an earth pony named Darkmane who stood as tall as herself and nearly twice as wide; at forty years old he had the stamina of a pony half his age and was all hulking muscle, encased in jet-black plate armor that seemed to drink the torches' light. His cool gray eyes swept the throne room. Any threats to the Princess would be pulverized under his colossal hooves.

She brought a silver-shod hoof to her forehead where a dull ache was simmering. Never in another thousand years would she admit it to her sister, but her Night Court duties were the one thing about her position as co-ruler of Equestria that she hated. With a longing glance at the moon and stars dancing in the outside sky, she wished she could forget her responsibility of dealing with the day's remaining judicial business and take flight among her stars.

_Celestia was always the social princess, the one most loved by her citizens, even before my exile. Even with the crushing mantle of the sun and the public face of our nation on her shoulders, she still takes time to listen to ponies' stories and daily troubles and dreams. It is what she was born to do. The shining white Princess of the Day was born to be the leader, and the reclusive, misunderstood, feared Princess of the Night was born to be a tyrant. I bore love for my subjects, in my own way, and yet ponies still fear my night as they did then. Only cowardly and craven things that use my darkness to harm others are to be feared, and not the creator of the darkness… when will these brainless mules ever realize this? _

Princess Luna drew in a deep breath and exhaled. For a moment, her thoughts took her to a darker frame of mind that was only noticeable as a downward crease on her forehead.

It was a Princess's duty to love her subjects and seek their approval, and to treat every pony with love and justice. But a thousand years is a long time. Deep within the secret chambers of her heart was a resentment of the ponies before her, because in their eyes she saw those who had originally shunned her beautiful night so many untold centuries ago. _Has it really been that long? Have I spent those many years alone on the moon only to have to suffer through the petty squabbles of everyday ponies not worth my sister's time?_

She shifted awkwardly on the throne with a sigh. It would be a long night, she realized, judging by the number of ponies filling the floor space. In principle, the Night Court of Canterlot heard small to medium cases or those that Celestia's schedule could not fit. High-profile trials might require both royal sisters' presence- such as the case several months ago involving a rogue griffon assassin and a traitor in Celestia's own personal guard- but normally Celestia's duties kept her constantly traveling and interacting with Canterlot elite and foreign dignitaries. This put Luna on the throne during Celestia's resting hours, cleaning up the legal equivalent of spilled milk.

Celestia portrayed it as a good thing. "You have been gone a long time, sister. Taking up the duties of the Night Court and fairly judging citizens' quarrels will show Equestria that you are present and responsive to their concerns. It is a stepping stone to earning their respect and, in due time, their love."

When dark thoughts brewed in Luna's mind, she reminded herself of these words, yet on some occasions they rang hollow. Despite her efforts to become as equally loved and venerated as her older sister, Celestia had a thousand-year head start. _After everything she has done, she has the gall to take the moral high ground. And she is not the one with a sore flank from this ridiculous throne. _She made up her mind to fashion a cushion for it.

The bailiff, an aged gray unicorn with a pair of scales as his cutie mark, called across the courtroom "Cherry Ann Jubilee, step forward."

The scarlet-maned earth pony took her place at the bottom of the steps, five feet from Luna's throne, and the bailiff began to read her statements. "Cherry Jubilee, you have brought an accusation before us tonight for her Royal Majesty, Princess Luna, to hear. Would you be so kind as to repeat your charge?"

"Begging your pardon, yer Majesty, ma'am. Ah don't want ta take up much o' yer time," she began, in a strong Dodge Junction accent. Luna's eagle-eyed gaze caught the telltale signs of crying on the pony's face- puffy eyelids, strained and bloodshot eyes. "Ta be honest, Ah don't know where ta start."

"It is quite all right, subject," answered Luna. _Make them love you, _she reminded herself. She kept her tone gentle and resisted the ingrained urge to unleash her Royal Canterlot Voice. "Please continue."

"So last week- well hay, this was about two weeks back. My family comes from Dodge Junction and as ya probably know, it's not the most civilized o' places. We get a lot o' drifters, migrant workers from Appleloosa an' even Manehatten sometimes. We've seen more than a couple o' griffons too. Ah run a boardin' house an' cherry farm, and two weeks ago, we had an'- an' incident. So ta understand where Ah'm comin' from here, my family owns three cherry orchards, ya see. The south field's full to burstin' these last few days, an'-"

The bailiff interrupted her in his gravelly monotone voice. "You're getting off topic, citizen. Kindly keep your statements to the issue at hand."

Red-faced and stifling a sob, she continued: "Two days ago, my son an' one o' my workers were in the south field, pickin' cherries after sundown, see. An' they found one o' our cows that had wandered into the field. It was- it was- _killed. _Its head was thrown clear out o' the field and the rest o' it was hung from one o' the cherry trees, an' missin' its pelt too."

The Night Court convened once every week and lasted the entire night or until the cases on its schedule were heard and finalized. There was no strict format for these hearings, because as Celestia pointed out, the Princesses ruled through love. Any pony- from a Canterlot royal to a starving filly on the streets of Manehatten- had the right to an audience with the Princesses and the assurance of justice. Celestia's reign would have failed in its first century if her system did not work.

Tonight, Luna had presided over a case between drunken Canterlot citizens and the owner of a nightclub, which had been trashed by their brawling. She ordered the offending ponies to pay back the owner for the damage, including over two thousand bits' worth of smashed DJ equipment; aside from general ill will, the DJ in question, Vinyl Scratch, was satisfied. The two unicorns and an earth pony involved in the scuffle were less than satisfied. _Alcohol only causes misconduct and ruin, _she thought, _and I will never understand my sister's proclivities for the stuff. _Luna had settled back on her throne, expecting to hear several more hours of complaints against liquored-up unicorns and the like, and her mind had wandered off. That is, until this Dodge Junction mare climbed atop the platform and, with many asides, unfolded a deeply unsettling story. The Princess's attention was now solely fixed on her.

"The Pie family's been runnin' that place for seven generations, and we've never lost an animal to unnatural causes. Timberwolves, sure, 'n no shortage o' buffalo herds migrating from Appleloosa n' the lands south o'there, but they've always been civil." She sniffed. "An' last night, most o' the workers were a little unsettled. Three o' them wanted on the first train outta town. It's been a lot colder lately, with gusts of wind that nearly blew six o' my peach trees down too, 'n Ah wanted the harvest in right quick before those cherries plumb froze on the trees. But… but… when the sun went down…"

From somewhere deep inside herself, a chill rose in the Princess.

"When the sun went down, Ah called everypony back to the ranch house. Ah had five ponies out in the fields beside my son, an' by then it was rainin' pretty hard. Cold rain, too. As like to drench the happiness right out o' your chest. Then my son came runnin' out of the trees screamin' something about tentacles after him. He'd never looked that scared a day in 'is life before. Ah know I've taken up too much of your time, Your Majesty, but… Ah don't know what else ta do. Nopony's feelin' like goin' outside after dark and several ponies stayin' at the inn have been complainin' about dreadful nightmares. If ya could find it in your heart ta send some extra guards or an investigation our way, Dodge Junction'd appreciate it somethin' mighty."

Luna mulled over theories as the red-maned mare spoke. _A loose Hydra, in the middle of the desert? Timberwolves could not skin and hang a cow from a tree. If not an animal, then it has to be a mentally unstable pony. No outlaw griffon, or band of such griffons, would leave a kill uneaten. _It was the reference to tentacles that made her uneasy.

She stared, not unkindly, down at Cherry Pie. The mare sniffled and trembled. "Citizen, I do not command the Royal Guard of Canterlot, yet I am not without my own resources. Ten of my elite Night Guard will be dispatched to Dodge Junction with the orders to guard the town. They are trained fighters from all three races, deadly in hoof-to-hoof combat and fighting magic. Instruct your townspeople to give them food and shelter. If they do not catch the culprit, I will personally see to it. You have my promise."

Cherry Pie glanced up at Darkmane's towering form, then to the Princess again, and she forgot her tears. "Your Majesty, Ah- Ah- Ah don't know what ta say! Ah-" she stammered. The pony tried, without success, to coherently thank Luna, but the alicorn held out her hoof for order.

"It is no trouble, citizen." The tongue-tied mare stepped away from the throne and the Princess felt her lips curl up in a smile. _Perhaps Celestia was right. All they want is a Princess that cares for their well-being, and I will do my best to give that to them. _The bailiff's staff cracked against the floor. "Next case!"

Three Pegasi from Cloudsdale's weather team approached the throne, followed by a single pink Pegasus with an unfamiliar sigil on her vest. "Rainbowshine, April Showers, and Blueberry Cloud, step forward. In this document, you have accused the weather department of the sovereign city of Vanhoover, represented on this night by Stardancer, of gross and dangerous mishandling of thunderheads which on the eve of Friday last, caused considerable damage to Cloudsdale's Cirrus District. Her Royal Majesty will now hear your statements."

_Pegasi are always too brash for their own good, _mused Luna. _This one is no different. _Rainbowshine burst straight into her story, her fuchsia locks bouncing and accusing eyes trained on Stardancer. The other two Pegasi nodded or stamped their hooves when emphasis was needed. "For the last month, our weather teams have been worked to death with this unnatural shift in the jetstream pattern. Normally the stream bends around Canterlot Peak and then southwest, but within the last month it's- shifted. It's now trained on Cloudsdale and the Unicorn Range, and we don't have the ponypower to keep the clouds on track when they keep blowing away."

"For the last time, Rainbowshine, it isn't Vanhoover's fault!"

"Who _else_ could it be?" April Showers shot back. "There's no other weather management departments that far north, except for Manehatten's teams, and they handle a completely different weather system. Where else would these storms be coming from?"

Stardancer's ears flattened. "After the scheduled September rainfall, our squads were worked to their limit. Not to mention that our captain took sick leave and _he _is the only one with the experience to handle the thunderheads. We've barely enough ponies to keep the scheduled cloud rotations on schedule. We're already ten inches short on rainfall-"

"Then why are unauthorized thunderheads suddenly appearing out of nowhere in Cloudsdale? Explain _that_."

"I told you that _we're not responsible!" _said Stardancer hotly. Her ears were now pinned flat and she pounded the carpet with her forehooves. "We don't know why the stream changed direction. Maybe it has something to do with whatever's going on up North? We've had scouts reporting strange lights and weather beyond the Crystal Mountains. But it's none of our business when we have our own territory to handle."

"Then explain that to the filly that got electrocuted by one of _your _storm clouds!" put in Blueberry, much louder than necessary.

_"Order!"_ bellowed Luna, as the red-faced Vanhoover pony snorted and spread her wings to launch an attack on the nearest Pegasus. "No fighting will be tolerated or my guard will escort you out. Now: without pointing hooves at each other, did any pony of you actually notice which direction the clouds followed?"

Rainbowshine cleared her throat bashfully. "I was on thunderhead patrol two nights ago when it happened. Our leader had us flying at high altitude to clear up some excess rainfall. Come to think of it, I don't remember a storm scheduled for that day either. Then Blueberry called out the position of that cloud. Nopony saw where it came from, but by then it was too late. The wind was blowing in all directions, rain in our faces and half of our team couldn't hold position. The lightning got too close to the north part of the city and- and it caught that apartment complex. It took all of our team and half of the reserves to wrestle it clear of the city, because one that big is dangerous to move. The fire was spreading… once the second strike hit the hospital, we could hear the screams."

"If the cloud cannot be traced to the Vanhoover office, you have no right to accuse them of this wrongdoing," said Luna.

"But Princess," the mare continued. "Somepony had to let that thunderhead loose. If it blew in and around from the south, then it was either from the Everfree Forest or somepony in the Ponyville office has their head up their flank. It doesn't make any sense."

Blueberry interrupted her. "Wouldn't that make it Rainbow Dash's problem? She's head of the weather ponies in Ponyville. But Ponyville _never _lets that kind of bad management happen. Remember, she was the one that made that latest water transfer. A textbook maneuver if you ask me."

"If you wish to accuse Rainbow Dash, and by extension the Ponyville weather station, we may summon her to the Court at her earliest convenience. Until then, without more concrete evidence, the claim against Vanhoover is without merit. I am deeply sorry for Cloudsdale's loss and reparations will be made, but I am afraid this matter is concluded for the time being."

"I'm not sure who to accuse," sulked Rainbowshine. "All I know is that a filly died, several ponies are hurt, and it isn't our fault."

The bailiff's staff began to descend when April Showers added, almost in an undertone, "Maybe it _was _from the Everfree Forest. I don't like the clouds over that place anymore. It's like they're angry at ponies that get too close."

* * *

Canterlot, much like the other larger Equestrian cities, was a place that only truly came alive at night. The Palace District's lights shone eternally and it was under the unceasing watch of the Royal Guard; its gleaming towers and spotless streets were what most visitors to the city wanted to see. The Princesses' abode was nevertheless only one small segment of a vibrant and growing metropolis.

A vertical city perched on a magically reinforced cliff face will only have room for so much outward expansion. In the first centuries of Celestia's reign, when the initial walled city reached its economic and population limit, the physical and spiritual center of Equestria began to expand in the only direction open to it, which was into the mountain's superstructure. The true architectural genius of the city was not its visible edifice but the invisible maze of concentric regions hollowed into the peak's interior. Lower Canterlot contained ten levels, each one slightly wider than the one atop it, and each supported with massive columns hewn from the crystalline bones of the mountain. The Celestial Gates separated the two halves of the city and beyond the gates was a circular shaft which dropped over one thousand feet to the lowest level. Vertical access was by wingpower, for ponies so endowed, and via clanking metal lifts for the rest.

Here was the unseen beating heart of the city and one that never truly slept. A place that rivaled the beaches of Los Pegasus for its effervescent nightlife. A twenty four-seven hub of light and life and music. Never had a gigantic cave known such brilliance, and as a structural marvel it had no equal- not even the Great Eyrie of the griffon lands.

Without the Princesses and the Royal Guard's presence, Lower Canterlot (or the Undercity to more prejudiced ponies) may well have become a cesspool of vagrants and darkness and corruption. But such a city was Canterlot that crime and poverty were nearly unheard of. The lower levels benefited from frequent patrols and a surplus of housing for less fortunate ponies, as well as job opportunities; nevertheless, it was in these darker reaches where a culture of nightclubs and gaming and intoxication had taken hold, and a ready source of court cases when drunken ponies became too rowdy.

Outside the Palace, the streets were filled as Canterlot's nightlife began; street vendors held newspapers out to passing ponies, emblazoned with the headline _CLOUDSDALE TRAGEDY, _and a throng of upper crust and worker ponies alike pushed through the Celestial Gates in search of an experience only the lower levels could offer.

The case against Vanhoover's weather team was the last on Princess Luna's docket. She sat restlessly through the concluding procedures and as the ponies filtered out of the throne room, she instructed the bailiff to prepare a summons to one Rainbow Dash of Ponyville, with orders to report to the courtroom post-haste.

_In calamity's wake, we always find somepony else to blame and do not deal with the problem ourselves. _

Luna unfurled her wings and took a running leap from the outside patio. Eight hours on that throne had made her ache for the feeling of wind beneath her feathers and starlight in her mane. As her night waned and her resting hours approached, she was in the habit of taking short flights among Canterlot's spires and sometimes into the depths of the Undercity itself.

Tonight, however, called for a longer journey. She pummeled the air with her powerful wings. An exceptional Pegasus such as Rainbow Dash might have had an edge in speed, but could never match an alicorn for endurance and sheer power. Luna's wings could carry her to the edge of the Crystal Mountains and all the way south to Horseshoe Bay without any fatigue. _My sister can keep her teleportation spells. This is the true way to travel, with a cool breeze in my mane and the land thousands of feet below my hooves. _She blasted upward until the clouds were dark patches far below her and Canterlot's lights were mere dots on the mountainside.

She closed her eyes and let the wind carry her where it would. Perhaps her mind was on the Everfree Forest, as it had been mentioned in two cases of the Night Court, because when she opened them again she had lost a slight bit of altitude and now hovered above the Unicorn Range. Ponyville was a patchwork quilt of fields and twinkling lights; the surrounding Everfree Forest was a roiling, hidden sea of trees and dark clouds. An open flame wreathed in darkness. It seemed to Luna that the black embrace of the thunderheads was slowly creeping in on the valley, crushing the remaining light in its grasp and fighting the approach of dawn.

At her great height, she could feel the curvature of the world and the rarified air. Her stars felt close enough to touch. A fine film of frost clung to her mane and the tips of her flight feathers. Her shudder came not from the temperatures- as Princess of the Night, she felt no cold- but from the sight of the forest. _Can it be a coincidence? Last week I saw unfamiliar shadows among the trees when I flew over Ponyville, and now I hear of tentacles and rogue thunderheads that may trace back to this place. Perhaps my sister knows more. _

Dawn was close. Luna hovered for a few more minutes before descending toward Canterlot at the limits of subsonic flight, landing on a certain marble balcony where the ruler of all Equestria silently stood. It was their custom to meet atop Celestia's tower before the mantle of the heavens changed hooves. Since they now ruled together- _if only in spirit, _thought Luna- they shared concerns and advice during these private meetings.

The elder alicorn was meditating, eyes closed with the effort of summoning the magic needed to raise the sun. Her horn and milk-white coat shimmered with golden power.

"Good morning, Sister."

Celestia turned to face her. "You have blessed us with another beautiful night, dearest. How went the Night Court?"

"Trying. Have you heard of the events in Cloudsdale? And Dodge Junction, south of the forest, is haunted by tentacles and strange occurrences."

"Truly?"

"The Pegasi are restless; they believe the storm came from Ponyville or- elsewhere. A rogue thunderhead."

Now Celestia paused her magic to look into Luna's eyes. It was a mark of their shared connection as sisters that their gaze could communicate just as well as a sentence, if not more so. She guessed that the smaller alicorn avoided speaking the name of the forest that, since Twilight Sparkle's visit, had also lurked at the borders of her mind. Celestia touched her gilded hoof to her sister's silver-shod one. "Morning comes soon, dear sister, but we have a little time to ourselves. Tell me what is troubling you."

"You know my fears, Sister. You were at my side when the darkness took me. Please do not ask me to speak of them again."

"Twelve hundred years ago, we defeated that mysterious monster with the Elements of Harmony, even though our castle and hundreds of alicorns were lost. Two months later we turned them on its master, Discord himself. Your fears of the darkness are unfounded."

"I do _not _fear the darkness!" said Luna angrily, lapsing into her royal tone. "I fear what _turned me to darkness!_ In case you have forgotten, we no longer wield the Elements and our fate rests in the hooves of mere mortal ponies!"

Perhaps it was the stress of the Court, or her long-held thoughts about the rule of Equestria coming to light, or Celestia's patronizing tone: whatever the cause, Luna suddenly found herself shouting at her sister. _She does not understand how it felt to be lost in such malice. To be bound to hatred and gloom with no escape. I saw it in that Dodge Junction pony's eyes. She was afraid of what she does not know, and she is safer not knowing. _

She regretted raising her voice, though. A shouting match between the Princesses, using their Royal Canterlot Voices, would be heard through the entire city.

The damage was already done. For the first time Celestia sounded upset and to Luna, oddly possessive. "This matter is _not_ up for debate. You well know that we are not worthy to hold the Elements. They belong in the hooves of ordinary ponies whose love and friendship keeps them from becoming instruments of war, as we tried to do. We shall watch over the Everfree Forest closely, and if your fears are true, Twilight Sparkle and her friends will take action. We will be there to support and guide them. Have you no faith in the ponies who freed you from Nightmare Moon, who defeated Discord and stopped Queen Chrysalis as well?"

"It is not a matter of _faith. _Twilight showed me great kindness; her abilities rival a unicorn thrice her age, yet she is still a child and cannot possibly understand the true magic of the Elements. You and I are now nothing but bureaucrats and figureheads. We sit on thrones and sort through paperwork while the Element bearers fight our battles. Would you have her take our place on the throne?"

"_Enough. _Twilight's integrity is not in question and it is precisely her innocence that is her greatest strength. We will discuss this matter later when our minds are clear."

Luna noticed the nearly invisible blush on her sister's cheeks.

Magic surged through the Princess of the Day's horn and blasted skyward. Seething at this abrupt dismissal, Luna turned away and spread her wings to fly back to her own tower. "What happens if Twilight Sparkle and her friends fail?"

_My sister cares for Twilight very much, _thought Luna as she took to the skies. _Perhaps too much. _

**This chapter's a bit shorter than usual, but I've been busy with my new job and the next part is giving me some trouble in bringing it all together. Chapter eight coming within the next two weeks though. /)**


	8. Chapter Eight: Of Friends And Enemies p1

**I blame my two jobs for this chapter being so horribly late... and once again it's shorter than I'd like it to be but some things have been shifted to part 2 which I promise I'm working on.  
**

CHAPTER EIGHT: OF FRIENDS AND ENEMIES, Part One

The common barnyard rooster has one job. Well, technically two: to impregnate hens, and to announce dawn's arrival. He performs his job well and often. An urban myth holds that such a bird only crows in the morning. This is false, because he lets loose his strident crow at daybreak and at subsequent five-minute intervals until he goes to sleep at night. The tones of a rooster are extraordinarily similar to a screaming human and no less dreadful to the ears, particularly if they are heard from point-blank range and from a very deep sleep.

It was such a sound that pulled Bryn from his dreams, dreams of shifting vines and slithering tentacles and horse-headed serpents. Dreams that, in the light of day, were silly. Nevertheless, he was drenched in sweat and his heartbeat thundered against his eardrums like the footsteps of an advancing army.

A nightmare has the curious effect of blurring the reality between sleeping and waking. There is a five- or ten-second period in which the night's terrors are superimposed onto your waking awareness and, in that short moment, your fears are made solid. They exist just long enough to turn your bedroom's shadows into monsters and then, like smoke, they disappear. The only difference between a dream and a nightmare is, therefore, the fear. Fear is why we remember one horrible dream over fifty enjoyable ones. Fear is why we would rather not sleep alone, because without the comforting reality of another person at your side, the torture of these moments belongs wholly to you.

In the fifteen seconds after his eyes opened, Bryn was alone in his private horror. The shed in which he lay was not a sanctuary but a cold dank bog, where unmentionable things crept over his skin and touched him- so gently- with antennae. Each one was like the brush of a feather or a raindrop. Each ice-cold raindrop met his bare chest with the tiniest puff of smoke.

Then, as the feather-soft touches steadily became more painful, came the fangs. When he screamed in agony from a million bleeding wounds and begged for it to stop… the tentacles appeared. They held no mercy. Flames licked at the ground, turning the trees to ash but leaving the boneless limbs untouched. And the _thing _that they belonged to? Its hulking black shape towered above him, whispering in an alien tongue to _just give up… give in…_

Its multitude of hideous eyes burned into his skull.

"NOOOOO!" he roared, and woke up.

The monster's awful bone-chilling shriek was only the crow of a rooster. _Or, _he thought as his heart raced and clammy sweat dripped from his brow, _there was no rooster and it was me screaming. _

A ray of light streamed through a chink in the thatched roof and into his eyes. Now this, this single luminous beam, was real. It was real and warming and wholesome and this simple assurance was enough for him to know that he was, indeed, awake and safe beneath the solid wooden rafters. Bit by bit, he relegated the nightmare to its proper place.

With consciousness came remembrance; he took deep breaths and recalled the previous night. Ribs bruised from the fight, clothing torn and bloodied, and stomach cramping up with hunger- not to mention his violent shivers- he had fled to the forest and huddled beside the stream only long enough to wash his face and soothe his thirst. By then it was pitch-black under the canopy of trees and simply finding solid footing was a difficult task. Following the fading twinkle of the town's streetlamps, Bryn emerged from the trees long after the crowd of ponies had dispersed. A half-moon hung heavily over silent cobblestone streets. No angry equines were present.

"There has to be a barn or a shed somewhere that I can hide in, for the night," he muttered to himself. "No one will notice me." As it turned out, not far from the creek was a low, dilapidated shack fenced on two sides by shrubbery. The hedges terminated at either side and this natural fence used the shed's south wall as part of the border. Quietly as a cat, he sprang over the hedge and lifted the simple wooden latch on its door. It was exactly what he thought it was: a storage shed, with shelves on one wall and a large pile of hay in the corner. Stacked against the far wall were hefty sacks of what he assumed were oats. _Makes sense. Horses eat oats, and some talking horse no doubt owns this place, _he thought.

Such was his adrenaline- and hunger-fueled fog that he completely overlooked his location. He had stayed close to the stream and came out exactly at the same spot as he had before, but he neglected to notice the familiar hedge and the violet circus tent beyond. Perhaps it was the misty darkness of the night; the moon cast little light on the town and the lamps were darkened. Regardless, Bryn had unwittingly chosen the outbuilding belonging to the white unicorn that lived in said violet circus tent. Its owner was tossing and turning in her silken sheets at that very moment, bothered by nightmares very much like Bryn's.

The hut seemed safe enough, and the hay was warm and supportive. _No place is truly safe around here if there are things like that loose in the forests. What was that thing last night, anyway? And what was that dream about?_

The rooster crowed again at earsplitting volume. Thinking he was under attack by another enraged pony or worse, he awoke and rocketed to his feet, forgetting the fact that the shed was built for the stature of a miniature horse and not a human. He nearly reached his full height when his head hit the rafters.

The beam above was solid well-seasoned pine, wood that had seen many winters yet was very much structurally sound; when his head collided painfully with it, it made a spectacular crashing sound and dislodged a choking mixture of dust, cobwebs, wood splinters, and wisps of hay into his face.

"_FUCK_!"

Between his shout and the ringing crash of the rafter, he had made far more noise than was sensible. "You're going for incognito, you idiot," he growled. He rose with many mumbled oaths, pulling a sliver of wood from his forehead, and found himself face to face with another unicorn whose head, shoulders and forehooves poked through the doorway. Her mouth (for it was undoubtedly another female, because it possessed the same alabaster coat as the other pony and its mane was a pastel-colored mess of curls) opened in a soundless gasp.

Two seconds later, she screamed. Bryn closed the distance with one leap and covered her muzzle with his hand.

"Shhhh!" he hissed. "I'm not trying to hurt you! _Please_ don't scream!"

The pony squeaked and spluttered, trying to wriggle out of his grasp, and he realized that she was much smaller than the others he had seen. It was like holding a hound of very compact build. She was no harder to restrain than- _than my sister when we used to play together, _he realized with a pang of sadness. _They're about the same size. _Her white hooves dug into the straw for several seconds until she understood that Bryn was not harming her in any way.

"What _are_ you? What are you doing in my sister's shed?" she asked, in a shrill voice.

_She sounds like she's ten years old. And what do I tell her that makes sense or doesn't scare her further? If she screams again, she'll bring company and I'll have to fight my way out of it. _

He was, quite literally, walking on eggshells. Subtlety wasn't Bryn's style. "I'm sorry for scaring you. I know I'm not supposed to be here, but I'm lost and hungry and needed a place to sleep for the night." The response was the last thing he expected.

"Well yeah, but- what _are _you? You don't look anything like a pony."

"I'm a human."

As if he was a schoolmaster and she an inquisitive student, the young pony's eyes widened and her ears pricked straight up. She seemed to forget all about the mysterious stranger holding her. "What's a human? Is it some kind of snake? You're obviously not a pony and you don't have hooves or fur, so you _have_ to be a snake."

"A human is- well- someone from Earth," he finished lamely. "And I'm not a snake, I'm a mammal like you. Just with no hooves."

_Never mind that she probably doesn't know what a mammal is, _he thought. He was right. "Is a mammal a kind of camel? Because you don't look like a camel either." Her emerald eyes glanced up and down his body, as wide as saucers, and as if the morning could not possibly get any weirder, she beamed up at him. "A human," she repeated, liking the sound of the word. "I'm a pony and my name's Sweetie Belle. What's yours?"

Bryn couldn't remember releasing her, or sitting down on the floor so that he was eye level with this mysterious creature. "My name is Bryn. Bryn Hansen." He recalled his manners and held out his hand, intending to shake hers, and gasped when she extended her foreleg and placed it in his palm. Her coat was soft and warm to the touch but he could feel the strong strap-like muscles beneath.

_I'm shaking hands with a horse. _Saying it in his mind did not make the concept any less strange. What was weirder: that a human and a pony were shaking hands (hooves?) for possibly the first time in history, or that a pony in a completely different world than his own would even know what a handshake was? He was impressed by the hidden power of her legs; even the children of this world were strong, and the adults, as demonstrated last night, were deadly combatants. Only surprise had allowed him to overpower this pony. _A filly… That's the right name for a baby horse, I think. And the grown ones would be mares. _

"Well it's nice to meet you, Sweetie Belle."

He was rewarded by a wide smile. "This is so exciting! I've never met a human before!" she exclaimed.

"Do you mean there are no humans at all here?"

"This is Ponyville. In Equestria. I don't think it has humans, but I've never been outside Equestria before."

_Ponyville? Equestria? Is this entire world full of talking horses? _He swallowed his misgivings. Here was the only pony that had received him cordially and he didn't want to antagonize her with too many questions. She continued, "You look _really_ weird. I think you're pretty cool though and I can't wait to introduce you to Scootaloo and Apple Bloom!" Her face lit up at this prospect and a tiny white spark erupted from her horn.

"I don't know about that," murmured Bryn. "Believe it or not, I was only hiding here until the morning. The town tried to run me off last night and-"

"I bet if you talk to my sister Rarity, she'll straighten that out. _No _one messes with my big sister. Everypony loves her and besides, she has an Element of Harmony!"

A thought suddenly came to him. "Is Rarity a unicorn too? A white unicorn with purple hair?"

"Yeah! How'd you know? Did you meet her already?"

"Ummm… well, not really. Last night, when I came out of the forest, she- screamed. One of her friends tried to capture me and we got in a fight."

"Oh." Her smile fell by several degrees. "Well maybe they were just scared. I guess I was too. If we explain, maybe they won't be scared anymore." With childish enthusiasm, she leapt to her hooves and wrapped a slender foreleg around his arm, then began to pull with surprising force. "Come on! My sister's probably up by now. She asked me to feed Opal and water the garden. Ughhh… I hate watering."

"Sweetie Belle-"

Sweetie Belle would have none of it. "I can't wait for her to meet you!" So Bryn was led out of the shed, to the door of the circus tent.

Outside the shed was the sort of bone-chilling morning that all the warm clothes in the world are no defense against. The sun barely peeked over the eastern horizon and the bones of the earth exhaled a thin fog that clung low against the ground, swirling around his legs as he crossed the garden. Interestingly, it appeared to be winter in this world as well as his own, or at least close to it. He took a deep breath and, although his lungs recoiled from the frigid air, there was a clean and vibrant freshness to it that Earth air just didn't seem to have.

He was suddenly conscious of his appearance. Due to his torn and muddy clothes, a growing lump on his forehead along with the dozens of other bruises, pieces of hay lodged in his hair, and the T-shirt ruined by bloodstained holes, he was a horrific sight. "I bet she's in the kitchen," said Sweetie.

Would a horse's kitchen contain a tidy manger of hay? Watering trough and bucket filled with oats or corn? Imagine his surprise when he found himself in something not out of place in an upscale modern American house. Rarity's kitchen was a masterpiece of gleaming and compact efficiency. The stone countertops were at the perfect height for a pony (or an extremely short human), decorated with a range of appliances familiar to Bryn. He noticed the standard toaster, mixer, and what looked like a juicer, yet oddly enough, there appeared to be no electrical power anywhere. A steaming stack of toast already sat on the counter, where he assumed Sweetie Belle had left it, and it was the work of someone new to the experience of toast-making in the morning. Half of the pieces were burnt beyond all hope.

"Rarity!" called Sweetie Belle. "I watered the garden like you asked me to and look what I found in the shed!"

Before he could blink, the violet-maned unicorn he had seen last night in the garden appeared at the top of the stairwell.

"Sweetie Belle, what have I told you about trying to make breakfast- Oh!" For she caught sight of Bryn and gasped shrilly. Her sleepy face showed genuine shock tempered by recognition; no doubt she had not expected to see him again so soon. Certainly not in her spotlessly clean kitchen. Rarity erupted in a series of gasps and exclamations and whimpers, directed at his ragged and dirty appearance and the fact that her younger sister had, once again, did a poor job of cooking.

"And I made breakfast too!" Sweetie Belle held up the pitiful stack of toast and an accompanying glass of gray sludge.

Rarity made her way down the stairs, looking very much like a pony who needed about five more hours of sleep before facing her day. Her mane was a frizzy mess about her shoulders. She stopped in front of her younger sister and eyed the glass with weary disdain. "You burned the juice _again?_"

"Umm… well it's not my fault that I can't work the juicer right! It might have slightly caught on fire. Just a little bit."

With a haughty shrug she replied, "I'll just have to start over." She went to several cupboards and peered inside. Acting as if Bryn was not even there, Rarity powered up her horn and began to levitate various ingredients from the shelves. "What do you want for breakfast?"

"Pancakes!" exclaimed the filly. "Bryn can have some too!"

At the mention of the name, Rarity jumped and suddenly noticed that he was still standing in the middle of the kitchen.

"I found him in our shed," Sweetie Belle continued, "and he said that he was just tired and hungry and needed a place to stay. He didn't hurt me. He's a human and he's lost. Can he stay with us? Please? Please?"

Bryn thought it best to interrupt. "Look, I'm sorry about last night. I don't know how I got here or why, but I didn't mean to scare anyone. I tried to explain to your friend- the blue one."

"You mean any_pony. _One should always use proper grammar." Caught between fatigue and annoyance and shock, Rarity could only gasp and groan. "And Rainbow Dash is headstrong; you can't blame her for attacking you. What exactly _are _you? Why do you look so- so _horrid? _You'll get my entire kitchen dirty!"

"Oh, and I forgot to tell you sis," put in Sweetie Belle. "Rainbow Dash left early this morning. Said there was an emergency at the weather station. Something about thunder." She nodded as if proud of her ability to recall and deliver this information.

_When girls are upset, the only thing to do is apologize like crazy. _Bryn began, "I know I look horrible right now, and I'm sorry. I only stayed in your shed because there was nowhere else to go. If you want, I'll leave, but would it be too much to ask for something quick to eat?"

Something strange was happening to Rarity at this moment. Here was the strangest individual she had ever seen, and a little terrifying to look at. There was a sense of hidden strength and determination about him. Standing at his side was her nine-year-old filly sister who, despite his outlandish appearance, seemed to trust him completely. Was Rainbow Dash just being overly hostile? Could he be telling the truth_? Could this mysterious thing be what he says he is? _She had a soft spot in her heart for helpless and broken things. After all, that soft spot was why Opal called Carousel Boutique home. If Rarity couldn't refuse a home to a poor homeless cat, she could hardly refuse Bryn.

As Bryn pleaded for mercy and a meal, Rarity's sapphire eyes met Bryn's deep green ones and she found honesty and desperation there. _Well… I guess it can't hurt to give him some food. I did promise to offer him friendship. If Sweetie Belle trusts him, then I suppose I can be generous and give him a chance. _

However, Rarity being Rarity, her first impulse was definitely not to feed the hungry human in her kitchen.

"How on earth did you become so- so _dirty? _The first thing you need is a bath and clean clothes, and not these horrid old things. Hay in one's mane! The _worst possible thing!_" Bryn was again hoof-dragged up the stairs and into a room stuffily furnished with wooden furniture and way too many flower arrangements. A four-poster bed, hung with white curtains, was in one corner.

"My spare bedroom," said Rarity matter-of-factly. "There's a tub behind that curtain. You _must _let me take those hideous clothes and get you something more fashionable. I'll set some things for you on the bed and you can come down to breakfast when you're done."

She left him standing open-mouthed in the center of the room. Not for the first time that day, he wondered if this was secretly a world record-setting acid trip that he had somehow stumbled into.

Maybe if he pinched his arm hard enough, he would wake up. _Worth a try. _

Several pinches failed to do the trick and left him with sore forearms, and resignedly he slipped out of his clothes. He stacked them in a pile beside the bathtub. "I'm on drugs," he told himself. "I'm on the worst drugs possible." The past two days, from meeting Caitlin to everything leading up to this exact moment, had felt like a terrible art house movie with someone else playing the starring role of Bryn Hansen. "Man Dies and is Reawakened in a world of Ponies" would be the working title.

Nothing felt right to him anymore. Standing there, in Rarity's spotlessly clean and frilly spare room, he took a deep breath and told himself the same thing that he had in that abandoned clearing. _I'm still alive. _No matter what, he had his life and his health and, most importantly, his powers. Everything else was trivial. Luck had given him an ally, in the form of a curious young unicorn, and if his luck held, things might not be as grim as they looked. His violet-haired host seemed friendly enough. And there was something about her that tugged at his memory; she reminded him of _someone _he had once known. He just couldn't put his finger on it yet.

Rarity's bathtub was simple and functional, done in porcelain and gleaming brass plumbing, and her touch was seen in the small details. She (or perhaps the pony who installed the tub) had mounted a golden seashell-shaped soap dish below the faucet and it held three bath soaps in perfect diamond shapes. Bryn stepped into the shower, closing the curtain that was patterned with gemstones and wildflowers, and let out a groan when he discovered that the soap and shampoo released, respectively, very girly scents of strawberry and lavender.

_Not only do I have to eat breakfast with talking horses, I have to smell like a girl too. _

"When in Equestria…" Sometime while he was washing the grime of the past two days down the drain, Rarity had slipped into the room and laid a white silken cape on the table. It was more hospital gown than fitted bathrobe, but it did the job, and was remarkably soft. The gown was, in fact, the first time Bryn had even touched silk.

He came down the stairs to find the two ponies putting the finishing touches on a pancake breakfast. "I _try _to cook breakfast, and it's never good enough for you!" Sweetie Belle complained.

Rarity pulled her into a tight embrace. "Keep trying and one day you won't burn everything to a crisp. I love you, little sister, even if you're the most terrible cook in all of Equestria. I love you so much." She nuzzled Sweetie's mane and any hard feelings were soon washed away in giggles and embarrassed blushing.

Just then, Bryn appeared in the kitchen and Rarity gave a ladylike gasp of surprise. "Oh- so you found the gown. I do hope it fit all right; I didn't have anything in your size so I had to improvise. Hmm…"

The robe, in fact, left more uncovered than he liked. Rarity's eyes lingered on his bare arms and where the robe fell deep enough to expose the contour of his chest. With a slight stammer she continued, "If- if- if you let me measure you, I can make you a proper _ensemble._ Much better than those ugly old things."

"Well- that's really nice of you, but you don't have to."

"Nonsense, darling. One's clothes should always reflect their inner selves and, of course, be fashionable as well."

"Even if you're not wearing any?" said Bryn baldly.

Sweetie Belle, to her credit, choked back laughter as Rarity's bone-white cheeks began to redden. "What I meant was, it would be my pleasure to give you a makeover and a meal in exchange for explaining who you are and how you came to be in my shed."

The heap of syrup-drenched pancakes was casting out an inviting aroma. He agreed, and soon one human and two ponies were wolfing down on a delicious breakfast. At least he and Sweetie Belle were; the filly held a fork and knife in her hooves and knocked back cake after cake, while Rarity used her magic to precisely cut and transfer each piece into her mouth. Bryn stopped munching long enough to watch the elder unicorn's magic at work. Much like Rarity herself, there was something teasingly familiar about the azure aura around her horn. It rippled like an asphalt road under scorching August heat. The effect was relaxing and entrancing.

She sipped at a glass of non-burned orange juice. "I don't mean to sound inquisitive, but how exactly did- well, someone like you- get to be in Equestria?"

As he opened his mouth to answer, everything came rushing back to him in a flood of emotion. _I'm not sure I can talk about Caitlin yet. _He swallowed and began, "I guess the easiest way to say it would be… I died. Instead of being dead, something brought me back to life and dumped me in the forest south of town. In your world." He remained silent about the forest itself. This cheerful kitchen was no place to talk of monsters and shadows.

He may as well have been discussing nuclear fusion for all the sense it made; Rarity, nonplussed, cleared her throat. "So you're from _another world?_"

"I know it sounds strange."

A pancake, controlled by her magic, missed her muzzle and hung stickily from her cheek instead. To cover her embarrassment she said, with perhaps too much pride, "You're remarkably well spoken for an alien creature."

Bryn declined to mention the events of the high school or, for that matter, the fact that he was or ever had been a high schooler. There was no need to give away too much information. "I've been to school," he stated, "and believe me, I'd much rather be back in my own world, but I seem to be stuck here for the moment."

"Maybe when I die, I'll wake up in your world!" piped up Sweetie Belle, her speech thick from a mouthful of pancakes.

"You wouldn't like it there. In my world, horses do work for humans. They live on farms and wear collars and we ride them in rodeos." He gave the filly the tiniest of winks.

Rarity's subsequent gasp was the worst he had yet heard. "How _beastly! _A self-respecting pony would never stoop to such _barbarism!"_

Sweetie Belle giggled.

He sensed that it was time for the hard sell. With a bellyful of hot breakfast and that ridiculous robe wrapped around his shoulders, he said, "It was really nice of you to invite me in and give me something to eat. After last night I didn't expect anything like this. This is amazing."

"One must always be generous to guests," answered Rarity sagely. "Hospitality and friendship have been virtues of ponykind from the founding of Equestria until today. It would be unthinkable to turn away those in need, because you never know when you will be the one in need of a helping hoof." Just as he hoped, the alabaster pony had taken his bait.

"Would it be way too much to ask if- if I could stay here, just for a little while, until I figure out what to do and where to go in this world? I promise I wouldn't be a burden. I could do whatever you wanted me to do, to make up for it."

Like clockwork, Sweetie Belle exclaimed, "I told you he wanted to stay! Can he stay with us? Please? Please?" She pasted the most ridiculous puppy-dog expression onto her face and Rarity was defenseless against it.

"I've been looking for somepony to help with the maintenance of the house and the garden, and since _a certain pony _is no help at all" – she glanced at Sweetie Belle- "maybe you could work for me in exchange for food and a place to stay. You could even have the spare bedroom because it's never been lived in."

"YAY!" Sweetie Belle jumped in circles around the table. As the filly bounded and whooped, Rarity's eyes again found Bryn's. There were the beginnings of a smile on her muzzle but within those cerulean eyes was much more: gratitude and curiosity and compassion all tied up in a bow and given to him. Somehow the terror of the day before and the night was floating away, replaced by a sense of happy possibilities, and the kindness that Rarity had shown him so far was like an oasis amidst parching desert sands. Human and unicorn gazed at each other and watched a grin slowly grow on each other's faces.

* * *

"You absolutely _must _meet my best friends," said Rarity some time later. "I'm sure they would love to meet Equestria's first human."

The pair stood in Rarity's kitchen and tidied up the last of breakfast, Bryn washing and rinsing each dish while Rarity dried them and levitated them into the cupboard with her magic. Sweetie Belle had already raced off to what she referred to as a 'top-secret meeting' with her friends Apple Bloom and Scootaloo. "Ten bits she comes back covered in tree sap again," Rarity remarked. "And still having no cutie mark."

"Cutie mark?" wondered Bryn.

"A cutie mark is… is simply a representation of the thing a pony is meant to do with his or her life. It's what makes you special and unique. You noticed mine, darling, didn't you?" She did a graceful spin for him and he could indeed see the three cyan gemstones, like a photorealistic tattoo on her flank.

Rarity's lithe motions attracted his attention more than the diamonds did, though, and he missed the first part of her sentence. "…and you earn your cutie mark when you figure out what you're put in this world to do. For me, it was fashion design and dressmaking. Who knows, maybe humans can earn one too."

The word was still unfamiliar in her throat. She pronounced it _yoo-man. _

"There's so much different about this world," he replied. "Talking ponies, for one. I'm still getting used to it. It feels like the weirdest dream I've ever had."

She beamed at him. "Really, dear, if you think _one _talking pony is a strange thing, just wait until you meet Pinkie Pie."

"I hope your friends don't all act like that one pony did last night. Trust me; I never wanted to fight her, I just didn't get a chance to explain myself. Story of my life… people fighting me because I did something or didn't do something or because I look or act different. I'm tired of it."

"My father is a hoofball coach in lower Manehatten and he taught me how to defend myself in a ladylike way." She rose on her hind legs, now standing as tall as Bryn, and her forehooves became a whirling dance of punches almost too fast to see. "A lady never stoops to brawling unless her life is on the line, however. Ugh! I can't abidefights. So- _uncouth._"

Bryn laughed. "I wouldn't want to fight you then. You'd win, no contest."

The unicorn gave him an appraising glance. She appeared to be on the verge of saying something but instead perked up her ears and shrieked, "I nearly forgot! Today is the perfect day to meet my friends because we're having a lunch date at Sugarcube Corner. They'll all be very pleased to meet you!"

"I can't meet them in this robe… do you have my old clothes that I can change into?"

"Oh heavens _no, _dear. You can't be seen in those hideous bloodstained rags! You need a makeover and I am happy to provide one."

Before he could utter one word, Rarity ushered him out of the kitchen and into what appeared to be her workroom. _Controlled chaos _was the thought that came to mind. Every inch of floor space not occupied by pony mannequins or furniture was covered in a mess of fabric rolls and sketches and half-completed designs. At the center of the room, perched on a wooden figurine, was an outrageously flamboyant white dress done in lace and icy gemstones.

"_That _one is for the anniversary party of one of Canterlot's foremost personalities, Fancy Pants. It's a surprise for his wife." She crossed to a nearby table and brushed aside spools of thread, ignoring Bryn's dumbfounded expression, and spread out a blank sheet of paper. "So what do you want your new outfit to look like, darling?"

"Ummm…" He looked hopelessly at the dress. "You won't put jewels on it, right?"

Rarity laughed musically and said, "It can become whatever you want it to be. For you, I see something simple and black, perhaps dark brown, with green accents to match your eyes. Something lightweight and snug-fitting with drape in the rear, perhaps a sort of cape or jacket as well." She quickly sketched a prototype. "Only a rough concept, of course. I feel like _this _part needs more color."

Slowly, with a little input from Bryn, a fully colored and detailed drawing materialized onto the page.

And it looked _good. _At least it wasn't a glittery dress.

The drawing was of a gray cotton tunic with long, loose sleeves and a flowing back. To him, it looked like the back of a trenchcoat had been somehow grafted onto a military uniform. The differences between the two were small but noticeable; to start with, its lines were far more fluid than a soldier's fatigues and Rarity had penciled small sections of dark green into its lining and trim. "Difficult color, green… with your eyes, though, you should wear it _very _well," she declared. "And now to take your measurements. Hold still, if you would?"

Her magic pulled a tape measure from the desk and, like a hovering snake, it coiled around and around his body. Rarity muttered and wrote down numbers on a clipboard. "Interesting."

"What's interesting?"

"Hmm… I suppose humans are, proportionally, similar to ponies. Four legs, except for the longer torso, of course. This should be a cinch to make. Be a dear and take this out back to the trash? I'll get started on this right away. Ooh, it will be absolutely _divine _when it's done!"

She floated a bulging garbage can to him; he carried the stale-smelling thing to the metal drum next to the back door. When he returned to Rarity's inspiration room, his jaw nearly hit the floor at what he saw.

The fashionista was at the center of a tiny galaxy made up of spools of thread, fabric pieces, scissors, and heated irons. When she needed a particular item or assembly, it would float from 'orbit' around her head onto the table, then take its place among the detritus when she was done. Rarity was here and there and everywhere. She kept up a stream of whispered dialogue while controlling two needles and a pair of scissors- not to mention holding up no less than fifty items with her magic! It was a marvel of multitasking, a one-pony assembly line. To call it an assembly line, however, would be an insult to the artistry of it all. This was an enclave and within was a master at work. Bryn stood dumbfounded, garbage can hanging at his side, as his new outfit materialized before his eyes.

"All done!" exclaimed Rarity, after a solid hour of stitching and stretching and ironing. "If I do say so myself, it turned out wonderfully. Care to try it on?"


	9. Chapter Nine: Of Friends And Enemies p2

**I spent a lot of time on this silly chapter, month-long writer's block included, and hope it's not too terrible.**

CHAPTER NINE: OF FRIENDS AND ENEMIES, Part Two

Rarity and Bryn left the Boutique shortly afterward. It was actually an hour later, when Rarity had tried on six different dresses and found the proper hat among her dozens and dozens of hats, that she announced herself ready. She wore a slinky cyan dress with white feathers and a wide-brimmed floppy hat perched jauntily atop her curls. "Lovely," she finally exclaimed. "Not too formal or casual, just _right._ And you do look dashing if I say so myself."

"Then why is everyone staring at me?" said Bryn. Staring was perhaps too weak of a word; not only were ponies staring at him as the pair strolled down one of Ponyville's main thoroughfares, they were gasping and pointing hooves and, in some cases, diving behind nearby barrels, hay bales or other convenient objects. A yellow pony let out a shriek and herded her two fillies into their house.

"Nopony has ever seen a human before," Rarity said. "Let alone such a fabulously dressed one. You have to expect some… confusion."

He tugged at the chestpiece of his new tunic. It fit as well as a familiar pair of jeans, although quite snug across his torso and legs, and made him stand a little straighter than he was accustomed to. The sleeves were also tight but not enough to restrict his arms. Its foremost feature, though, was the rippling cape fastened at his waist. When standing still, it fell around his legs like a trenchcoat; in motion it became a weightless black mantle behind him, and the whole ensemble brought to mind an assassin's mantle done in muted camouflage colors.

_All she had to do was make this thing blue and red and I'd look like some reject Power Ranger. _

"That green really _does _bring out your eyes."

His eyes stung from the bright light; his cheeks and hair were slightly sore from Rarity's heavy-handed 'makeover'. After finishing his outfit she had said, "You want to make a good impression on my friends, don't you? Let's make you absolutely stunning." Thus followed fifteen minutes of vigorous combing and scrubbing until his skin was raw and his hair at least looked presentable. She then offered a hoof and led him out into the sunshine.

Ponyville's town square was bustling and as human and pony ambled into its midst, exclamations of shock and even outright hostility caught Bryn's ears. "By Celestia, what is that thing with Rarity?" one gasped. Foals cried and cowered behind their parents' forehooves.

"Pay them no mind," Rarity soothed. "See? Sugarcube Corner, where my friend Pinkie Pie works. I can't wait for you to meet her!"

A small part of Rarity was afraid that her friends would react as many Ponyville citizens were doing, especially in the case of Rainbow Dash. The reader will remember that she fainted before the conflict of Pegasus and human and thus had no inkling, besides Rainbow Dash's boasts, of what had happened. Her flying friend was known for attacking first and talking second.

Bryn, on the other hand, wondered vaguely why the building in front of him looked like it had been drenched in pink and white cake frosting.

"Let's go in. I bet they're waiting for us." She led Bryn quickly through the door, hoping the stream of whispered comments would stop. It didn't.

Four of her best friends were at their usual table in the back of the Cakes' bakery. It was bustling with the lunchtime traffic, including a booth full of rowdy ponies still dusty from a morning's work in the fields. Ponyville was a town of honest working ponies and the crowd reflected this; Sugarcube Corner was a place for amazingly delicious meals regardless of one's lot in life. Pinkie Pie was working and in typical Pinkie fashion, bubbly and effervescent and completely overdosed on sugar.

"Ah'm telling ya, it ain't natural," Applejack was saying. She turned her Stetson nervously in her hooves. "Our family's never lost a crop o' apples this early before. At this rate we won't have nearly enough for cannin', let alone cider."

"Not again," Rainbow Dash sighed. "You _never_ have enough cider."

"According to my research, this winter is supposed to be mild, not severe," answered Twilight. "I found it-"

"-in a book," Rainbow finished.

Twilight frowned at her. "It's awfully strange, whatever the reason. Rainbow Dash, have you heard anything at the weather station lately?"

"Nothing except some trouble with thunderheads last night, but Thunderlane's team handled it. They're pushed back over the Everfree Forest and the gorge. Nothing to panic about."

"I would have panicked," said Fluttershy timidly.

"That's your answer to everything!"

Fluttershy flinched and shrank back in her chair.

Pinkie Pie was in exceptionally high spirits today. Most of it was due to the Cakes' introduction of a new variety of cupcake, called the Chocolate Raspberry Eruption. The 'eruption' referred to Pinkie's secret contribution to the dessert, which was secretly disguised in its creamy chocolate icing, and when eaten would produce a small bubbly blast of frosting in an unsuspecting pony's mouth. They were quite the hit in Sugarcube Corner as mare and stallion alike experienced miniature nuclear frosting detonations. Ponies leaving the shop were seen splattered with frothy chocolate and yet were buying the cupcakes in droves to take home.

A pile of them sat in the center of the Mane Six's table and only Rainbow Dash and Twilight had tried the deceptive desserts. Applejack bit into one, wiping gobs of icing from her muzzle, and said, "Not ta mention all these strange folk comin' through Ponyville lately."

"Strange folk?" wondered Twilight. "I haven't seen anypony new around here." This was, in fact, true. Since Fluttershy had arrived on her doorstep three nights ago, Twilight had indeed been kept indoors by her duties to her friend and to the library; between the two, she had no spare time at all. Today was the first day that Fluttershy had seen daylight and only at Twilight's urging.

"Well then you haven't taken a stroll lately. Just last night Big Mac an' Ah were workin' the east field when this wagon rolls by on the main road. Mind ya, we see lots o' travelers but this one was Appleloosan by the looks of it. Out of repair an' overloaded. Them poor oxen could barely budge the thing, an' even with two ponies pushin' from the rear." She took a hesitant bite from her cupcake, afraid it would expel more goo into her eyes. "The look on their faces, Twi'… Ah don't wanna see that look again. Like they were runnin' away from something and they'd die before givin' up."

"Relatives of yours?" said Twilight uneasily.

"Ah ain't never seen 'em before, honest. Still, it unsettled me a little."

"Then you need… ANOTHER CUPCAKE!" Pinkie shrieked. She had bounced over to the table so quickly that she appeared to teleport. "They're _sooo _good. Which I should know, because I'm the one who made them, but still! Try one! I made this batch extra chocolaty for my bestest friends."

Pinkie's eyes were bulging out from the effects of so much sugar. Applejack inched away before saying, "Ah think Ah'm good, sugarcube."

"Okay! Well let me know if you want another because there's another batch in the oven and I put even _more _special frosting on them!"

Applejack face-hoofed.

The talk vacillated between the weather, which somehow never ceased to amaze, and plans for this year's Running of the Leaves celebration which was fast arriving in two weeks. A book lay open on the table in front of Twilight, who rolled her eyes at Pinkie, and Rainbow went on and on about how she would finally beat Applejack in this year's race. Yet Applejack's attention was not on her Pegasus rival but on the other Pegasus at the table. Fluttershy had been completely quiet save for a few whispered greetings and in the shop's bright lights, she also caught the painfully obvious scars on her friend's face as well as horrible bags under her eyes. Someone- an animal or perhaps Fluttershy herself- had tried inexpertly to cover them with makeup.

"You're quieter than a worm eatin' zap apples," Applejack said. "Are ya all right, Fluttershy? Ah haven't seen ya around lately."

Her answering "yes" was quieter still. She glanced at Twilight as she said it and Rainbow Dash caught the guilty look on her face. "I came around your house yesterday and you weren't there… is everything all right? You look awful."

"Rainbow!" said Twilight. She put a hoof around the trembling yellow pony. "She was only asking because she cares about you, Fluttershy. Even if she's asking too _aggressively._"

Fluttershy tried to reply and could only produce a hoarse rasp. She had dreaded being in public today but could never let her friends down, even if her own life depended on it, and had followed Twilight with the hope that somehow her absences and barely healed scars would be overlooked. And now her friends' attention was focused solely on her. Their eyes were six glaring spotlights. She looked around at their concerned faces and found that the words just would not come.

"I… was…" Sweat poured down her forehead. How would she begin to explain about her nightmare in the forest? Or where she had been for the last three days, darting furtively home to care for her animals and spending nights at Twilight's library where only the comfort of her unicorn friend allowed her to catch a few hours of restless sleep? The fatigue and fear showed on her face. Fluttershy found herself caught between wishing to disappear from Ponyville and craving the love and security of her friends, and inch by inch she shrank down into her chair.

Nothing could stop her nightmares. Forgoing sleep seemed a better solution than facing them.

Twilight's hoof found hers; she said, "It's okay, Fluttershy. Just tell them what you told me last night."

Only one thing saved Fluttershy from a sticky situation. _"Celestia's beard! _What _is _that thing?" shouted a pony from across the room.

Rarity and Bryn had come to Sugarcube Corner.

Rarity passed through the door looking every inch a princess. Her head was held high and her form-fitting dress showed off her perfect figure, turning the heads of every single stallion in the place. Those not watching Rarity's flanks soon noticed the lean, darkly handsome human walking beside her. It was hard not to notice him, after all. He was taller than any pony and utterly alien to pony eyes.

Fluttershy jumped and uttered a small shriek, but her predicament was quickly forgotten as Twilight Sparkle looked toward the disturbance and caught sight of Bryn. Her muzzle opened in a soundless _O. _Applejack stood up and exclaimed, "What in tarnation?!" She produced a coil of rope from behind the chair. In her hooves it was as good a weapon as any blade.

Rainbow Dash was the first to act. _"YOU!" _She jumped from her chair and landed in front of him, too fast for Applejack to grab her tail and restrain her. "Did I not make myself clear enough when I told you to leave, _freak_?"

"AAAHHHHHH! A MONSTER!" Pinkie screeched. She dove behind the counter and brought a whole tray of cupcakes onto the floor in her haste. Volatile chocolate frosting mingled together in a slow explosion, spraying everywhere and hitting the walls in thick gobs.

"You're not welcome here," growled Rainbow. "Leave before somepony gets hurt and by somepony, I mean you."

Twilight and Applejack stood shoulder-to-shoulder wearing identical shocked expressions; Fluttershy simply crouched underneath the table. Upon seeing Bryn, the unicorn had prepared an immobilizing spell but the scarlet energy died on the tip of her horn when she saw Rarity at his side. They had walked into Sugarcube Corner like old friends. _What in the name of the Elements is going on? _she wondered. Applejack's rope fell from her hooves when Rarity said, as calmly as if she was stopping a stranger for the time, "I'd like you all to meet Bryn Hansen. Bryn, this is Applejack, Twilight Sparkle, Fluttershy, and Rainbow Dash."

She indicated each pony with a sweep of her hoof. Rainbow Dash's name had barely left her lips when her winged friend growled and pounced on Bryn with a gigantic crash.

"_RAINBOW DASH!" _yelled Rarity, to no avail. Human and pony smashed right through the glass display of Sugarcube Corner and demolished an entire rack of Pinkie's newly made cupcakes as well as nearby donuts, eclairs, and cream puffs.

A more hilariously horrible scene could not have been imagined: more than a dozen ponies ran head over heels from the bakery, some covered in debris and confectioners' sugar, while inside three ponies watched Rainbow Dash and Bryn slug it out in the midst of a chocolate nuclear reactor. Frosting and furniture and broken glass and sawdust mingled in a deadly bubbling concoction upon the floor. Bryn spat out a mouthful of the sugary stuff- _where is all this fucking frosting coming from? _-only to receive Rainbow's left hoof in his face. The Pegasus was all snarls and quick attacks but couldn't take flight due to her feathers being glued together with chocolate glaze. There was, however, nothing wrong with her hooves.

"I don't want to fight you!" Bryn bellowed, dodging her strikes by mere centimeters.

"I wouldn't want to fight me either," was Rainbow Dash's sarcastic remark, and a vicious kick found his groin. It hurt so badly that he almost retched on the spot; he went flying into the rear wall and he saw stars. Pure fighting instinct took over. Knowing that the finishing move was only seconds away, he shook off the disorientation and grabbed up the remnants of a broken chair. All he had to do was time it perfectly and-

_WHAM. _The chair, flung with all of his might like a shotput, caught his opponent squarely in the face and its legs would have impaled one of Rainbow's eyeballs if not for her remarkable reflexes. She grunted in pain and rose to her hooves, angrily brushing crushed cupcakes from her eyes, and in that moment Rarity acted.

"_Stop!" _A bolt of unicorn magic hurled Rainbow to the floor and pinned her there. "You're both my friends and I order you to stop fighting _right now!" _A moment later she said, "Ugh! Chocolate stains on my brand new dress! Do you know what happens when chocolate gets into goose feathers? _Do you?_"

Applejack's muzzle had yet to close. "Twi, Ah think Ah'm daydreamin' the worst gosh-darn daydream ever."

* * *

The sound of Pinkie Pie's mop was loud in the silent shop. Six ponies and one human stood in the chaos, staring at one another in outright shock from what had just happened and nopony was in a hurry to break the awkward moment. The dumbfounded pink pony had sobbed for an entire minute at the devastation, but eventually produced some cleaning supplies and dabbed at the mess, no doubt thinking that she had to start _somewhere. _

Without realizing it, Bryn started chuckling, and when Applejack said, "Just what in the hay are ya laughing about?" he answered, "I think we got off on the wrong foot. Er- hoof. The wrong hoof."

"You speak our language," said Twilight. It was the first she had spoken since seeing Equestria's very first human.

"I speak English. Not sure what language you're talking about."

Twilight moved toward him, examining him for the first time like one might examine a specimen under a microscope. "You clearly speak the common language of Equestrian, which would mean that you come from this world or at least have a passable knowledge of it. So therefore, since you aren't a pony or a mule or a zebra, you are not scientifically possible." She poked different parts of him with her forehooves. "This isn't scientifically possible!"

"Ah think what she means is… what are ya?" put in Applejack. "Some kinda messed-up hairless mule?"

"He's a human and he's my friend." Rarity stood at his side, doing her best to look regal despite being stained with chocolate foam. "Anypony who tries to hurt him will have to deal with me first. Yes, you, Rainbow Dash."

Much like Sweetie Belle, Twilight was more curious than frightened, and soon began to pepper him with questions. "But what exactly is a human? Why is Rarity defending you? How did you get here?" She walked in a circle around him and admitted, "I'm quite flabbergasted at the moment."

"Ah'll join ya in your flabbergastation."

"Applejack, that isn't even a word!" complained Rarity. "And Bryn, darling, just look at your brand new coat, all dirty from chocolate… I'll clean it for you when we get home."

"Uhhh… why are you callin' that thing 'darling'?" Applejack asked.

"Because he's only a lost and lonely human that somehow ended up in Equestria, and he needed a friend. He wasn't trying to hurt me last night. He was just scared. Weren't you?" Rarity smiled at him and winked.

An angry and chocolate-covered Rainbow Dash regarded the human with loathing. "Then why was he slinking around at night outside of your place last night, Rarity? For all you know, he's a changeling that shifted into that shape."

The mention of shifting made Bryn slightly uneasy, and he recalled last night when he had been forced to phase away from Rainbow Dash to escape. _Just how much does she suspect? _He quickly changed the subject. "I'm not a- changeling, whatever that is. I'm human and I'm not sure how I got into your world, but I don't want to hurt anyone. Rarity offered me a place to stay and I'll help out however I can."

"Ya offered it- Ah mean him- a place ta stay?" exploded Applejack, pointing a hoof at Bryn. "Are ya sure it's safe?"

"I would stake my life on it," said Rarity.

Bryn looked around at the faces of the ponies around him. Applejack looked uneasy, Twilight amazed, Rainbow Dash infuriated, and Fluttershy- or, to be exact, the two yellow pony ears poking up from behind the table that were the only visible parts of Fluttershy- too shy and terrified to do anything but tremble. Pinkie Pie mopped up chocolate while occasionally gasping at the human standing in the wreckage of her shop.

"Well then! This is… certainly a pickle." Applejack kicked at the floor. "So Twi', what do we do now?"

"Introduce ourselves, of course. My name is Twilight Sparkle and I guess I can be the first to formally welcome you to Equestria." She smiled and shook his hand.

"Thanks…?" said Bryn.

"Ah'm Applejack." The farmer pony held out her hoof to him, the hoof that wasn't clutching the coil of rope. "If Rarity trusts ya, Ah'm willing ta give ya the benefit o' the doubt, but just keep in mind that if ya lay a hurtful hoof on her or any o' my friends, ya'll be the first an' _last _human in Equestria."

Bryn found himself liking this pony already. Or, at least, respecting her. She was a straight talker and, unlike Rainbow Dash, wasn't as quick to judge, but he also noticed that she had not been overly friendly. Her mouth was a thin straight line and her eyes were wary and unsmiling. He shook hooves with her- _holy crap, she's strong- _and said, wincing from her viselike and slightly calloused grip, "I'd never hurt her."

"And this is Fluttershy," said Twilight, "but she's a little- well, shy." She rolled her eyes at Fluttershy's ears. "Fluttershy, _please _come out? I promise it's okay."

Her whispered "no thanks" was too soft for even mice to hear.

"So now that Rarity speaks up for him, we're all supposed to get lovey-dovey with this changeling?" Rainbow Dash snarled. "He knows who I am, and I'm not pleased to meet him. I say he gets out of town as fast as he can walk. Or better yet, I can give him a helping kick."

"You might be turning an endangered species out in the wild to die!" exclaimed Twilight. "This is a once-in-a-lifetime opportunity to study these 'humans'. I've never heard of their kind before, not even in the _Encyclopaedia Equestritannica. _Perhaps they come from south of the Badlands where nopony has explored in centuries."

Bryn and Rarity exchanged glances. Somehow Twilight had gotten the idea that he was not a resurrected teenager from Earth but an endangered Equestrian species. _Brilliant. _"I'm from Earth," he said pointlessly. "You know… the solar system? Milky Way galaxy. Orion Arm." He rattled off every muddled fact he could remember from seventh-grade science class.

"If those are constellations, they're not familiar to me. Although your people might have different names for the same stars that we see at night." Twilight produced a thick book from her saddlebag and buried her muzzle in it. "I wonder if the system you mention is part of the Equus cluster…"

He felt suddenly like he was back in school, in the presence of the teacher's pet who knew far more about astronomy than he ever would. He turned back to Rainbow Dash. "Can you forgive me for startling you last night and we can start over? I didn't mean to scare anyone."

"Any_pony,_" whispered Rarity, nudging his elbow.

"Whatever." He tried to shake the cyan Pegasus's hoof but she took a step back and said, "If I don't let my friends touch my hooves, I'm certainly not going to let some slimy changeling touch them."

"He's a changeling?" shrieked Pinkie Pie.

Twilight rolled her eyes once more. "Although I suppose it wouldn't hurt to check." Before Bryn could blink, he was laid onto the floor by a blinding flash of magenta light. His skin tingled and he gasped for breath. "That spell would have revealed a changeling's base form… looks like we have nothing to worry about. He's not lying."

"Thanks for being so trusting," he growled, getting to his feet with difficulty, although he knew the purple unicorn was right to be wary of him. A talking pony suddenly appearing on Earth would no doubt receive much worse treatment. Whatever a changeling was, it must have reassured these ponies to know that he wasn't one, because Applejack visibly relaxed. Pinkie Pie had produced a giant cannon from somewhere (_out of thin air?)_ and pointed its barrel between his eyes, but after Twilight's spell proved his humanity, she rolled it away and grinned at him.

"So he's not a changeling. Big deal. I still don't like him one bit," said Rainbow Dash.

"Give him a chance, Rainbow dear," Rarity replied. "If he wanted to hurt me or cause trouble, he would have done it already. Remember when we all thought Zecora was out to hurt us but she was only helping? What if he came here to help us?"

Rainbow snorted but said nothing.

"I'm Pinkie Pie!" exclaimed the party pony, jumping in front of Bryn and shaking his hand with both hooves. "It's super duper nice to meet you, changeling- I mean human- I mean Bryn. I really really _really _love meeting new friends because it's so much fun and you know the best thing to do when you meet someone new?"

"Here it comes," said Applejack dryly.

"A _PARTY! _And I love parties because I love to make my friends happy! You should come to Sugarcube Corner tonight and I'll throw you a giant welcome-to-Equestria party!" Confetti rocketed into the air as she shouted the word 'party' and much like the cannon, nopony knew how it was produced.

"Um, sugarcube? Maybe ya should clean up this party first. We'll all lend a helping hoof."

"Me too. After all it's my fault that your shop got messed up, Pinkie. Can you help me lift this table?"

Rainbow Dash's grumbling notwithstanding, the group set to cleaning up the mess that was Sugarcube Corner. The hardest thing to clean up was the chocolate, which sputtered and foamed even after exhausting its energy. For the next half hour they scrubbed frosting stains from every surface in the room and then swept up the broken glass and other debris. The job went quickly with six ponies and one human working together.

Or, to be exact, one human and _five _ponies. For when the tables were shifted aside so the shattered glass could be collected, a certain yellow Pegasus was missing. Fluttershy had slipped out the door when all attention was focused on Bryn. Twilight frowned but said nothing. Regardless, it was hard to get a word in edgewise when Pinkie Pie was so chatty. "Ooh, I should make a batch of really big Chocolate Raspberry Explosion cupcakes for the party tonight! Except I'm out of the secret ingredient because I made so many. I wonder if Zecora's home. She's the only one that sells it." She elaborated about cupcakes and other non sequiturs, and by the time the bakery was tidied, the others were a bit weary of her voice.

"Seven o'clock! Be on time or you're a mule!" called Pinkie to her friends, as they left in pairs after everything was set back in order. A passing mule shouted and shook his hoof at her. "Sorry! No offense."

"Let's go home and get you cleaned up," said Rarity. "We can't have chocolate all over that gorgeous outfit. Besides, Sweetie Belle will want dinner and then there's the dinner mess to clean up and then I have to find something _dashing _to wear for Pinkie's party tonight. Just any old dress will never do."

The pair headed back to the Boutique, walking slowly and enjoying the afternoon sun. "Is she always like that? Hyper and crazy like she just snorted a sack of sugar?"

"Oh, that's nothing compared to some of the things Pinkie's done in the past. Like at the last Grand Galloping Gala where she turned a stately ball into a party with foals' songs and cake and confetti. It was the talk of Canterlot for weeks."

"Umm…" said Bryn, not understanding any of it.

"And yes, she did throw a party for me when we first met. I was only a young filly at the time and was fresh from Manehatten without many friends here in Ponyville. Pinkie went out of her way to make me feel welcome even though she was two years older than me. She likes you already, you know. It was good of you to lend a helping hoof with that ghastly mess in her shop."

"I guess it could have gone a lot worse. Besides Rainbow Dash, your friends don't seem to mind me."

"Give her time, dear. Rainbow Dash is… headstrong and brash and impatient but there's nopony more loyal to her friends and her family. The six of us are like a family really, when you think about it. Our Elements make us a family."

_Element. There's that word again. _"If you don't mind me asking, what's the element thing about?"

Rarity gave him an appraising look. "I suppose the easiest way to explain it would be that each of my friends and I carry powerful magical artifacts. Each one represents a different value that Equestria was founded upon, and with the help of the Princesses, we're responsible for defending the kingdom. Mine is Generosity."

_So she's a fashionista and a ninja and she defends the country… what more awesome things can she possibly be? _"Then I'm sure glad I met you first and not Rainbow Dash, because she would have kicked my ass instead of letting me stay. She must be the element of fighting. Magical fighting, probably."

"No, silly," said Rarity, laughing. "She is the Element of Loyalty. Couldn't you see it? How she leapt into action because she thought I was in danger? She would go to the ends of the world and beyond for her friends. That's what friends are supposed to do."

_What friends are supposed to do. Like what I tried to do when Caitlin and I were in that closet, but I wasn't quick enough. _

He glanced sidelong at the unicorn, who stepped daintily through mud puddles so the fringes of her dress wouldn't get wet. The words he really wanted to say were tied in nervous knots around his tongue and, in typical Bryn fashion, came out all wrong. "If you can believe it, I never had any friends until the day I- well, died. And then I found myself here and you know the rest. Maybe you and I could be friends too. I only knew what it was like to have a friend when it was too late."

A soft and very warm hoof touched his shoulder. "You're already my friend, Bryn dear. In time you'll get to know all my friends better."

What Bryn truly wanted to say was thank you. It was the sort of thank-you, however, that ran deeper than merely 'thank you' could say alone. Those two words couldn't convey the adoration he was now feeling. He had the sentence somewhere on his tongue, ready to be spoken, and yet Rarity's eyes gazed up at him like sultry liquid sapphires and muddled up the next thing he wanted to say, which was _I hope I get to spend more time with you. _It emerged as "I don't remember the last time I felt this happy." Which was nowhere near the original meaning, but Rarity beamed all the same.

"The days will only get better. You'll love it here in Ponyville, I just know it."

"What if I already do?" he answered, and Rarity playfully brushed her tail against him.

* * *

Pinkie Pie never skimped on parties. Everypony who ever attended one knew that she pulled out all the stops. "Expect a wild night," as Rarity succinctly put it. "Last time, I wasn't home until three in the morning and was doused in lemonade with bits of confetti stuck in my mane. Not to mention a headache from drinking so much cider."

"Am I underdressed or overdressed?" he wondered. Once they were home, Rarity had used her magic to vacuum the chocolate from his robes. They skipped dinner because, apart from not being very hungry, they discovered a note from Sweetie Belle on the kitchen table. _Sis, _it read, _Hanging out with Apple Bloom and Scootaloo and Applejack is making us dinner. I'll be home later._ At the bottom was written _Sorry, Sis _in a hasty scrawl.

Besides, Pinkie was bound to have plenty of food. Especially cupcakes.

"You are _just _right. Tell me, is this dress too… small?"

They were whiling away time in Rarity's workroom before seven o'clock arrived. He had begun to wonder if the closets in the Boutique were also magic, because there was no other way that she could fit so many different dresses and hats and feathered scarves and other fashionable creations inside. She tried on dress after dress and he had lost count of how many times, just in a single day, she had changed clothes. _Are all girls this crazy about their clothes, even if they're ponies? _

She emerged from the fitting room and his jaw dropped. "A lady _does _need a gentleman's opinion," she said, when words failed him.

At that moment, Bryn was struggling with a difficult concept. _She's a pony. And yet right now, she looks like the most beautiful thing I've ever seen. How can I think that about a horse? Isn't that a little perverted? _Part of his mind saw Rarity as an aberration of nature, or at least the nature he knew, and the other part imagined her as a female friend who just so happened to have four legs. Horses weren't supposed to talk, no matter what size or color they happened to be… _but she can talk and every time I'm around her, I can't help the way I feel. Especially when she looks like that. _

Bryn Hansen had a very quickly growing crush on a pony. To be fair, any stallion in Ponyville with a heartbeat would have felt the same way if they caught sight of Rarity in that getup.

It all started with her hooves: four satin sandals, the clasps of which were pure silver and wound in flowing spirals up her legs. She had picked a shimmery evening dress that fell to her upper thighs and left her snowy white flanks uncovered. On a human, the same dress would barely be considered a tank-top. Her usually bouncy purple mane and tail were combed out and pinned in soft, flowing waves, more casual beauty than high society queen, and she completed the look with small sapphire earrings. She smiled up at him and his heart stopped.

"Wow," was all he could choke out. "You look amazing."

It was only later that he wondered if Rarity always dressed up this way for parties or if her fashion choices were for his benefit. _Or a little of both. _"Darling," she asked, "are you ready to go? Let's make them all green with envy tonight."

They were quite early for the party, but the extra time let them walk slowly through the town square and enjoy the sunset. Rarity soon began to regret her choice of clothing because during the past hour, a brisk breeze had picked up and the cobblestones held a damp chill that seeped right through her shoes.

"I can just imagine it now," began the unicorn. "Sugarcube Corner will be warm and bright and sweet-smelling. Pinkie will have balloons and streamers and confetti and all sorts of nice delicious things to eat. Not to mention steaming hot tea to drive out this cold. Ugh!" She shivered and moved closer to Bryn; with each stride, her hips touched his. "And we'll dance and play games and have a _marvelous _time. Just wait and see."

Dusk quickly approached. The walk to Pinkie's bakery took about ten minutes and by the time they reached its doors, Bryn's hands ached from the chill. He flexed his hands to keep blood circulating. "Is it usually this cold in Equestria?" he asked.

"It _is _nearly wintertime, darling. One year when I was a filly, Manehatten got three feet of snowfall."

Rarity pushed open Sugarcube Corner's door. Experience told her to duck, for fear of being buried in confetti or knocked to the floor by a fluffy pink pony, but this was not the case. She instead found herself face-to-face with a worried Twilight Sparkle. Behind Twilight, Rainbow Dash paced uneasily. Applejack sat at a nearby table with a hoof supporting her head.

"Rarity! Bryn! You made it. We were worried something had happened." Twilight quickly embraced Rarity.

"Whatever do you mean, Twilight? Of course we made it all right. We…" The unicorn trailed off, just now realizing why Twilight was upset.

The bakery was exactly as they had left it following their lunch date. The wooden 'Closed' sign still hung in the window and every chair- save the one occupied by Applejack- was stacked on the tables. A fire burned in the hearth and yet Bryn, who had grown up in a house equipped with a wood-burning fireplace, sized it up with a practiced eye and noticed that the fire had been burning for some time. Its flames were beginning to wane and soon it would be only embers. Above the hearth hung a white banner bearing the hoof-painted words "Welcome Home Bryn". The rest of the decorations lay either on the counter or the floor.

Rainbow Dash put to words what they were all thinking.

"So where's Pinkie?"


End file.
